Buy
Sell
Share Name Share Symbol Market Type Share ISIN Share Description
Neurocrine Biosciences Inc LSE:0K6R London Ordinary Share NEUROCRINE BIOSCIENCES ORD SHS
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 91.67 40 00:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
- - - - 0

Diurnal Group PLC RECOMMENDED CASH ACQUISITION

30/08/2022 7:02am

UK Regulatory (RNS & others)


Neurocrine Biosciences (LSE:0K6R)
Historical Stock Chart


From Jun 2022 to Dec 2022

Click Here for more Neurocrine Biosciences Charts.

TIDMDNL TIDMTTM

RNS Number : 4757X

Diurnal Group PLC

30 August 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

30 August 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

Summary

-- The boards of Neurocrine and Diurnal are pleased to announce that they have 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 to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

-- The Acquisition values the entire issued and to be issued ordinary share capital of Diurnal at approximately GBP48.3 million.

-- Under the terms of the Acquisition, Diurnal Shareholders shall be entitled to receive 27.5 pence in cash for each Diurnal Share, representing a premium of approximately:

o 144 per cent. to the Closing Price per Diurnal Share of 11.25 pence on 26 August 2022 (being the last Business Day prior to this announcement, the "Latest Practicable Date"); and

o 151 per cent. to the volume weighted average Closing Price of 10.93 pence per Diurnal Share for the three months ended on the Latest Practicable Date .

-- If, on or after the date of this announcement and on or prior to the Effective Date, any dividend, distribution, or other return of value is declared, made, or paid or becomes payable by Diurnal, the Acquisition Price shall be reduced accordingly. In such circumstances, Diurnal Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

-- The Acquisition is conditional on, amongst other things, the approval of Diurnal Shareholders.

Information on Neurocrine

-- Neurocrine is a neuroscience-focused, biopharmaceutical company with a simple purpose: to relieve suffering for people with great needs, but few options. Neurocrine is dedicated to discovering and developing life-changing treatments for patients with under-addressed neurological, neuroendocrine and neuropsychiatric disorders. Neurocrine's portfolio includes FDA-approved treatments for tardive dyskinesia (TD), Parkinson's disease, endometriosis and uterine fibroids, and a diversified portfolio of investigational therapies with the potential to address unmet clinical needs of patients worldwide living with neurological, endocrine and psychiatric disorders. Neurocrine has a workforce of approximately 1,200 employees, and is headquartered in San Diego, California.

-- For the year ended 31 December 2021, Neurocrine reported net product sales of $1.09 billion (c. GBP0.9 billion) and net income of $89.6 million (c.GBP75.3 million). As at the Latest Practicable Date, Neurocrine had a market capitalisation of $10.0 billion (c.GBP8.4 billion).

Information on Diurnal

-- Diurnal is a European specialty pharmaceutical group targeting patient needs in chronic endocrine (hormonal) diseases. Diurnal aims to develop and commercialise products to solve patient needs in endocrine diseases, primarily those that result from a deficiency of cortisol and testosterone, typically where there is either no licensed medicine or where current treatment does not sufficiently address patients' needs. Diurnal's portfolio includes approved treatments for paediatric adrenal insufficiency (AI) and congenital adrenal hyperplasia (CAH). Diurnal has a workforce of 33 employees, and is headquartered in Cardiff, UK.

-- For the six months ended 31 December 2021, Diurnal reported unaudited net product sales (including royalties) of GBP2.13 million and a net loss of GBP7.95 million. As at the Latest Practicable Date, Diurnal had a market capitalisation of GBP19.1 million. Unaudited net product sales (including royalties) for the twelve months to 30 June 2022 were GBP4.62 million.

Diurnal recommendation

-- The Diurnal Directors, who have been so advised by Panmure Gordon as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Diurnal Directors, Panmure Gordon has taken into account the commercial assessments of the Diurnal Directors. Panmure Gordon is providing independent financial advice to the Diurnal Directors for the purposes of Rule 3 of the Code.

-- Accordingly, the Diurnal Directors intend to recommend unanimously that Diurnal Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as those Diurnal Directors who hold Diurnal Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 3,030,867 Diurnal Shares representing, in aggregate, approximately 1.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

-- Neurocrine has also received an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from IP Group in respect of a total of 49,900,285 Diurnal Shares, representing, in aggregate, approximately 29.3 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

-- In addition, Neurocrine has also received an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from (i) Development Bank of Wales in respect of a total of 11,534,888 Diurnal Shares, representing, in aggregate, approximately 6.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date and (ii) Polar Capital Holdings plc in respect of a total of 20,000,000 Diurnal Shares, representing, in aggregate, approximately 11.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

-- Neurocrine has therefore received irrevocable undertakings in respect of a total of 84,466,040 Diurnal Shares representing, in aggregate, approximately 49.7 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

   --              Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement. 

-- In addition to the irrevocable undertakings, Neurocrine has received a letter of intent from Amati Global Investors in respect of 8,786,429 Diurnal Shares, representing, in aggregate, approximately 5.2 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

-- In total, Neurocrine has received irrevocable undertakings and a letter of intent in respect of a total of 93,252,469 Diurnal Shares representing, in aggregate, approximately 54.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

Timetable and Conditions

-- The Acquisition shall be put to Scheme Shareholders at the Court Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, the implementation of the Scheme must also be approved at the General Meeting by Diurnal Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

-- The Conditions to the Acquisition are set out in Appendix 1 to this announcement, along with certain other terms; the full terms and conditions will be provided in the Scheme Document.

-- The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting shall be published as soon as practicable and, in any event, within 28 days of this announcement (or such later time as the Panel agrees).

-- The Acquisition is currently expected to complete during late October or early November 2022, subject to satisfaction or (where applicable) waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.

Commenting on the Acquisition, Anders Härfstrand, Non-Executive Chairman of Diurnal, said:

" The Board of Diurnal is delighted to announce this recommended offer for Diurnal. Diurnal and Neurocrine are highly complementary businesses, and we believe that Neurocrine's financial and operational resources will substantially accelerate the development of a leading franchise in diseases of cortisol deficiency, benefiting physicians and patients globally.

We believe that the Acquisition is compelling for Diurnal's shareholders given the risks associated with achieving Diurnal's vision of creating a profitable business, in particular the ongoing commercial roll out of Diurnal's products in Europe and the execution of key clinical studies, in addition to the substantial shareholder dilution that is likely to result from accessing the capital required to deliver this vision."

Commenting on the Acquisition, Kyle Gano, Chief Business Development and Strategy Officer of Neurocrine, said:

"We have followed Diurnal for several years and have a high regard for its people. We see a good strategic fit that offers benefits for both companies' stakeholders and the physician and patient communities we both serve."

This summary should be read in conjunction with the full text of this announcement (including the Appendices). The Acquisition shall be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix 2 to this announcement contains the sources of information and bases of calculations of certain information contained in this announcement, Appendix 3 to this announcement contains a summary of the irrevocable undertakings received in relation to this Acquisition and Appendix 4 to this announcement contains definitions of certain expressions used in this summary and in this announcement.

Enquiries:

 
 Neurocrine Biosciences, Inc. 
 Todd Tushla, Vice President, Investor 
  Relations                                       +1 858 617 7143 
 Smith Square Partners (Financial Adviser 
  to Neurocrine) 
 John Craven 
  Toby Rolls                                      +44 (0) 20 3696 7260 
 Diurnal Group plc 
 Richard Bungay, Interim Chief Executive 
  Officer                                         +44 (0) 20 3727 1000 
 Panmure Gordon (UK) Limited (Rule 3 
  Adviser, Financial Adviser, Nominated 
  Adviser and Joint Broker to Diurnal) 
 Freddy Crossley 
  Emma Earl 
  Mark Rogers 
  Rupert Dearden                                  +44 (0) 20 7886 2500 
 Torreya (Strategic Adviser to Diurnal) 
 Stephanie Léouzon 
 
  Kelly Curtin                                    +44 (0) 20 7451 4550 
 FTI Consulting (Media and Investor Relations) 
 Simon Conway 
  Victoria Foster Mitchell 
  Alex Davis                                      +44 (0)20 3727 1000 
 

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

Important notices

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.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA and is acting as financial adviser, Rule 3 adviser, nominated adviser and joint 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, 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.

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.

With input from Neurocrine, Diurnal shall prepare the Scheme Document to be distributed to Diurnal Shareholders. Diurnal and Neurocrine urge Diurnal Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.

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

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 Acquisition 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.

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.

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) 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.

No profit forecasts or estimates

No statement in this announcement 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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.

Publication on website and availability of hard copies

A copy of this announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Diurnal's website at https://www.diurnal.com/investor/dallas and on Neurocrine's website 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 this website 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 0371 664 0300. 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. 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 document or information incorporated by reference into this announcement will not be provided unless such a request is made.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Diurnal confirms that, as at the Latest Practicable Date, it had 170,040,825 ordinary shares of GBP0.05 each in issue and admitted to trading on AIM. Diurnal does not hold any shares in treasury. The International Securities Identification Number for the Diurnal Shares is GB00BDB6Q760.

General

If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Neurocrine intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Diurnal Shares in respect of which the Takeover Offer has not been accepted.

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.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

30 August 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

   1.         Introduction 

The boards of Neurocrine and Diurnal are pleased to announce that they have 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 to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

   2.         The Acquisition 

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document, Diurnal Shareholders shall be entitled to receive: for each Diurnal Share, 27.5 pence in cash

The Acquisition values the entire issued and to be issued ordinary share capital of Diurnal at approximately GBP48.3 million. This represents a premium of approximately:

-- 144 per cent. to the Closing Price per Diurnal Share of 11.25 pence on the Latest Practicable Date; and

-- 151 per cent. to the volume weighted average Closing Price of 10.93 pence per Diurnal Share for the three months ended on the Latest Practicable Date.

If, on or after the date of this announcement and on or prior to the Effective Date, any dividend, distribution, or other return of value is declared, made, or paid or becomes payable by Diurnal, the Acquisition Price shall be reduced accordingly. In such circumstances, Diurnal Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

It is expected that the Scheme Document shall be published as soon as reasonably practicable and that the Court Meeting and the General Meeting shall be held during October 2022. Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become effective during late October or early November 2022.

   3.         Background to and reasons for the Acquisition 

Neurocrine is a neuroscience-focused, biopharmaceutical company with a simple purpose: to relieve suffering for people with great needs, but few options. Neurocrine is dedicated to discovering and developing life-changing treatments for patients with under-addressed neurological, neuroendocrine and neuropsychiatric disorders. Neurocrine's portfolio includes FDA-approved treatments for tardive dyskinesia (TD), Parkinson's disease, endometriosis and uterine fibroids, and a diversified portfolio of investigational therapies with the potential to address unmet clinical needs of patients worldwide living with neurological, endocrine and psychiatric disorders. Neurocrine has a workforce of approximately 1,200 employees, and is headquartered in San Diego, California.

For the year ended 31 December 2021, Neurocrine reported net product sales of $1.09 billion (c. GBP0.9 billion) and net income of $89.6 million (c.GBP75.3 million). As at the Latest Practicable Date, Neurocrine had a market capitalisation of $10.0 billion (c.GBP8.4 billion).

Having followed Diurnal's development for several years, Neurocrine believes that Diurnal represents an excellent strategic fit with Neurocrine's existing business and will allow Neurocrine to accelerate the establishment of its clinical development and commercial capabilities in Europe to the benefit of all stakeholders and patient communities. Neurocrine holds Diurnal's people in high regard and would expect them to continue to play an important role in the Enlarged Group. The acquisition of Diurnal represents an important step in the expansion of Neurocrine's business outside North America.

   4.         Recommendation 

The Diurnal Directors, who have been so advised by Panmure Gordon as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Diurnal Directors, Panmure Gordon has taken into account the commercial assessments of the Diurnal Directors. Panmure Gordon is providing independent financial advice to the Diurnal Directors for the purposes of Rule 3 of the Code.

Accordingly, the Diurnal Directors intend to recommend unanimously that Diurnal Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as those Diurnal Directors who hold Diurnal Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 3,030,867 Diurnal Shares representing, in aggregate, approximately 1.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

Neurocrine has also received an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from IP Group in respect of a total of 49,900,285 Diurnal Shares, representing, in aggregate, approximately 29.3 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

In addition, Neurocrine has also received an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from (i) Development Bank of Wales in respect of a total of 11,534,888 Diurnal Shares, representing, in aggregate, approximately 6.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date and (ii) Polar Capital Holdings in respect of a total of 20,000,000 Diurnal Shares, representing, in aggregate, approximately 11.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

Neurocrine have therefore received irrevocable undertakings in respect of a total of 84,466,040 Diurnal Shares representing, in aggregate, approximately 49.7 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date. In accordance with the terms of the irrevocable undertakings from IP Group, Development Bank of Wales and Polar Capital Holdings and as further set out in Appendix 3 , the irrevocable undertakings will lapse in the event that a competing offer is made and Neurocrine does not make a revised offer within certain timeframes as set out in the irrevocable undertakings, with a competing offer being one which is not subject to pre-conditions, to acquire the whole of Diurnal's issued and to be issued ordinary share capital, other than that already beneficially owned by the person making the offer on terms which represent (in the reasonable opinion of Smith Square Partners LLP) an improvement of at least 15 per cent. (15%) in the amount or value of the consideration offered under the terms.

In addition to the irrevocable undertakings, Neurocrine has received a letter of intent from Amati Global Investors in respect of 8,786,429 Diurnal Shares, representing, in aggregate, approximately 5.2 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date. Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

Therefore, Neurocrine has received irrevocable undertakings and a letter of intent in respect of a total of 93,252,469 Diurnal Shares representing, in aggregate, approximately 54.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

   5.         Background to and reasons for the recommendation 

Diurnal is a European specialty pharmaceutical group targeting patient needs in chronic endocrine (hormonal) diseases. It currently has two marketed products: Alkindi for the treatment of adrenal insufficiency in infants, children and adolescents which commenced initial sales in Europe in 2018 and initial sales in the US (as Alkindi Sprinkle) in late 2020 (via Diurnal's licence partner, Eton Pharmaceuticals); and Efmody for the treatment of congenital adrenal hyperplasia (CAH) in adolescent and adult patients which had initial commercial launches in Europe in 2021. Diurnal also has on-going clinical trials to potentially expand its treatment for CAH in adults into additional territories (US and Japan) via the CONnECT study and a line extension into the treatment of adrenal insufficiency in adults in Europe via the CHAMPAIN study. Further pipeline products include DNL-0300, a native oral testosterone therapy for the treatment of male hypogonadism which is poised to enter into a Phase I US multiple ascending dose clinical trial.

Whilst Diurnal has made strong progress in bringing products to market, the commercial roll-out of both of its products has been adversely impacted by the Covid-19 pandemic, and the commercial take-up of Efmody in the UK has been significantly impacted by not receiving pricing reimbursement for Efmody in Scotland. Both of these factors resulted in the Diurnal Group announcing in March 2022 that its revenues would be lower than expected, consequently the Diurnal Directors identified the need for additional funding to take the Diurnal Group's cortisol franchise through to profitability, which is also likely to require positive results from CHAMPAIN and CONnECT in order to redress negative pricing reimbursement decisions. The CHAMPAIN study is currently anticipated to have headline data readout in Q1 2023 whilst the CONnECT study is currently anticipated to read out in 2024.

Although the Diurnal Directors believe Diurnal could potentially have a very strong future as an independent business, they recognise the constraints resulting from Diurnal's relative lack of scale; the potential for future clinical trial failure or delays and commercialisation risk, combined with the requirement for further funding to potentially deliver material valuation inflection points. Neurocrine's financial and operational resources coupled with the substantial strategic benefits for the Diurnal business expected from a combination with the Wider Neurocrine Group make it an attractive alternative. The Diurnal Directors believe the Acquisition represents an opportunity for Diurnal Shareholders to realise the value of their holdings in cash at an attractive premium to the prevailing share price, particularly in the context of Diurnal's relative lack of liquidity as a small cap publicly listed company and significant near-term funding requirement relative to Diurnal's existing market capitalisation which is likely to lead to substantial dilution for existing shareholders. To date, Diurnal has not been able to secure material non-dilutive funding and further equity funding at the current share price would be dilutive to Diurnal Shareholders with no certainty that such funding would be sufficient for the businesses' future needs in view of the risks and challenges facing the Diurnal Group. The Acquisition will allow Diurnal Shareholders to realise the value of their shareholdings at a premium of 144 per cent. to the Closing Price of Diurnal Group's Ordinary Shares on the Latest Practicable Date and a premium of 151 per cent. to the volume weighted average price per Ordinary Share of 10.93 pence during the three-month period to the Latest Practicable Date.

In considering the recommendation of the Acquisition to Diurnal's Shareholders, the Diurnal Directors have also given due consideration to Neurocrine's intentions regarding the employees of Diurnal, and in particular Neurocrine's intention to maintain Diurnal's research and development activities in the UK.

Therefore, after careful consideration of the above factors, the Diurnal Directors believe the terms of the Acquisition provide certainty to Diurnal Shareholders, recognising the risks and challenges associated with achieving Diurnal's future prospects. As such, the Diurnal Directors unanimously intend to recommend that Scheme Shareholders vote, or procure the vote, in favour of the Scheme at the Court Meeting and that Diurnal Shareholders vote, or procure the vote, in favour of the Resolutions to be proposed at the General Meeting.

   6.         Information on Neurocrine 

Neurocrine is a neuroscience-focused, biopharmaceutical company with a simple purpose: to relieve suffering for people with great needs, but few options. Neurocrine is dedicated to discovering and developing life-changing treatments for patients with under-addressed neurological, neuroendocrine and neuropsychiatric disorders. Neurocrine's portfolio includes FDA-approved treatments for tardive dyskinesia (TD), Parkinson's disease, endometriosis and uterine fibroids, and a diversified portfolio of investigational therapies with the potential to address unmet clinical needs of patients worldwide living with neurological, endocrine and psychiatric disorders. Neurocrine has a workforce of approximately 1,200 employees, and is headquartered in San Diego, California.

For the year ended 31 December 2021, Neurocrine reported net product sales of $1.09 billion (c. GBP0.9 billion) and net income of $89.6 million (c.GBP75.3 million). As at the Latest Practicable Date, Neurocrine had a market capitalisation of $10.0 billion (c.GBP8.4 billion).

   7.         Information on Diurnal 

Diurnal is a European specialty pharmaceutical group targeting patient needs in chronic endocrine (hormonal) diseases. Diurnal aims to develop and commercialise products to solve patient needs in endocrine diseases, primarily those that result from a deficiency of cortisol and testosterone, typically where there is either no licensed medicine or where current treatment does not sufficiently address patients' needs. Diurnal's portfolio includes approved treatments for paediatric adrenal insufficiency (AI) and congenital adrenal hyperplasia (CAH). Diurnal has a workforce of 33 employees, and is headquartered in Cardiff, UK.

For the six months ended 31 December 2021, Diurnal reported unaudited net product sales (including royalties) of GBP2.13 million and a net loss of GBP7.95 million. As at the Latest Practicable Date, Diurnal had a market capitalisation of GBP19.1 million. Unaudited net product sales (including royalties) for the twelve months to 30 June 2022 were GBP4.62 million.

   8.         Directors, management, employees, research and development and locations 
   8.1        Intentions for the future business of Diurnal and the Diurnal Group 

Neurocrine attaches great importance to the skills, knowledge and expertise of the Diurnal Group's management and employees and they are expected to continue to be key to the success of Diurnal as part of the Enlarged Group.

Neurocrine believes that the Diurnal Group's management and employees will benefit from enhanced opportunities as part of the Enlarged Group as Neurocrine deploys its financial and operational resources to accelerate the development of the Enlarged Group's product candidates. It is Neurocrine's intention that the Diurnal Group's current research and development functions will continue to be in the UK, with no planned changes in current places of business or material reductions in headcount.

Neurocrine and Diurnal have had some initial, high level discussions regarding the opportunities arising from the integration of Diurnal into the Enlarged Group.

Following preliminary analysis Neurocrine expects to maintain the existing operations of the Diurnal Group whilst realising some limited cost savings for the Enlarged Group through the removal of administrative costs associated with Diurnal's current status as a listed company, which will cease to be required following completion of the Acquisition, leading to limited headcount reductions.

The integration of the Neurocrine and Diurnal businesses will be led by an integration team comprised of key Neurocrine and Diurnal Group personnel.

   8.2        Intentions for management and employees 

Neurocrine has given assurances to the Diurnal Directors that the existing contractual and statutory employment rights of Diurnal's existing management and employees will be safeguarded in accordance with applicable law and that Neurocrine does not intend to make any material reduction in headcount or material change in the conditions of employment, including pension rights, of Diurnal employees following the Scheme becoming effective. Neurocrine's intention is to maintain Diurnal's current operations with limited post-integration changes, linked to the limited cost savings referred to above.

Neurocrine does not intend to make any material change to the balance of skills and functions of Diurnal Group's employees and management. Neurocrine does not intend to make any changes to the benefits provided by Diurnal's defined contribution pension schemes and intends for the employer to continue to make contributions in line with the current arrangements, including the accrual of benefits for existing members and the admission of new members.

It is intended that all the non-executive directors of Diurnal will cease to be directors of Diurnal immediately following the Effective Date.

   8.3        Intentions for management and employee incentivisation arrangements 

Neurocrine intends, following completion of the Acquisition, to continue to operate cash-based compensation and incentive programmes for the Diurnal Group's management and employees. For future share based incentivisation, as Diurnal shares will no longer be listed or traded, awards will be made in accordance with the rules and eligibility criteria of the applicable Neurocrine incentive plans. Neurocrine intends to put in place certain incentive arrangements for the management and employees of the Diurnal Group following completion of the Acquisition. Neurocrine has not entered into, and has not had any discussions on proposals to enter into, any form of incentivisation or other arrangements with members of the Diurnal Group's management or employees.

   8.4        Intentions for locations, fixed assets and research & development 

Neurocrine confirms that it has no plans to (i) change the principal locations of Diurnal Group's businesses, or (ii) redeploy any of Diurnal Group's fixed assets.

It is Neurocrine's intention that the Diurnal Group's current research and development functions will continue to be in the UK, with no planned changes in current places of business or material reductions in headcount.

   8.5        Trading facilities 

Diurnal Shares are currently admitted to trading on AIM. As explained in paragraph 13 below, prior to the Scheme becoming effective, an application will be made to the London Stock Exchange to cancel the admission of the Diurnal Shares to trading on AIM with effect from the closing date of the Acquisition. It is expected that the last day of dealings in Diurnal Shares on AIM will be the Business Day immediately prior to the Effective Date.

None of the statements in this paragraph 8 are "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

   9.         Diurnal Share Awards 

Holders of Diurnal Share Awards shall be contacted regarding the effect of the Acquisition on their rights under the Diurnal Share Awards and appropriate proposals shall be made to such persons in due course. Further details of the terms of such proposals shall be included in the Scheme Document.

   10.        Financing 

The cash consideration payable under the Acquisition is being financed by cash on the balance sheet of Neurocrine.

Smith Square Partners is satisfied that sufficient resources are available to Neurocrine to enable it to satisfy in full the cash consideration payable to Diurnal Shareholders under the terms of the Acquisition.

   11.        Offer-related arrangements 
   11.1      Confidentiality agreement 

Neurocrine and Diurnal entered into a confidentiality agreement dated 15 July 2022 (the "Confidentiality Agreement") pursuant to which Neurocrine has undertaken to (i) keep confidential information relating to, inter alia, the Acquisition and Diurnal and not to disclose it to third parties (other than to certain permitted parties) unless required by law or regulation; and (ii) use the confidential information only in connection with the Acquisition.

These confidentiality obligations shall remain in force for a specified period from the date of the Confidentiality Agreement. This agreement also includes customary non-solicitation obligations on Neurocrine.

   11.2      Bonus arrangement 

Richard Bungay, the Interim Chief Executive Officer of Diurnal, is party to a bonus arrangement with Diurnal pursuant to which, conditional on completion of the Acquisition (or the completion of any other acquisition of the entire issued, and to be issued, share capital of the Company by third party), he would be entitled to receive a payment of GBP200,000 from Diurnal.

   12.        Structure of and Conditions to the Acquisition 

It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between Diurnal and the Scheme Shareholders under Part 26 of the Companies Act although Neurocrine reserves the right to implement the Acquisition by means of a Takeover Offer (subject to Panel consent).

The purpose of the Scheme is to provide for Neurocrine to become the holder of the entire issued and to be issued ordinary share capital of Diurnal. This is to be achieved by the transfer of the Diurnal Shares to Neurocrine, in consideration for which the Diurnal Shareholders shall receive cash consideration on the basis set out in paragraph 2 of this announcement.

The Acquisition shall be subject to the Conditions and further terms set out below and in Appendix 1 to this announcement and to be set out in the Scheme Document and shall only become effective, if, among other things, the following events occur on or before 11.59 p.m. on the Long-stop Date:

(a) the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. in value of the Scheme Shares voted by those Diurnal Shareholders;

(b) the resolutions required to approve and implement the Scheme being duly passed by Diurnal Shareholders representing the requisite majority or majorities of votes cast at the General Meeting;

(c) the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Diurnal and Neurocrine); and

   (d)        the delivery of a copy of the Court Order to the Registrar of Companies. 

The Scheme shall lapse if:

-- the Court Meeting and the General Meeting are not held by the 22(nd) day following the expected date of those meetings to be set out in the Scheme Document in due course, (or such later date as Neurocrine and Diurnal may agree and (if required) the Court may allow);

-- the Scheme is not approved by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. in value of the Scheme Shares voted by those Diurnal Shareholders;

-- the resolutions required to approve and implement the Scheme are not duly passed by Diurnal Shareholders representing the requisite majority or majorities of votes cast at the General Meeting; or

-- the Scheme does not become effective by no later than 11.59 p.m. on the Long-stop Date (or such later date as Diurnal and Neurocrine may agree and the Panel and the Court may allow).

Once the necessary approvals from Diurnal Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become effective upon delivery of the Court Order to the Registrar of Companies.

Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become effective during late October or early November 2022.

Upon the Scheme becoming effective, it shall be binding on all Diurnal Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting. In accordance with the applicable provisions of the Code, the consideration payable under the Acquisition for the transfer of the Diurnal Shares to Neurocrine will be despatched no later than 14 days after the Effective Date (and in respect of the holders of Diurnal Share Awards who exercise their rights under the Diurnal Share Awards such consideration shall be paid in accordance with the proposals to be made to such persons).

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document which is expected to be despatched to Scheme Shareholders as soon as reasonably practicable, and in any event within 28 days of the date of this announcement (unless Diurnal and Neurocrine both agree, and the Panel consents, to a later date).

   13.        Cancellation of admission to trading and re-registration 

Prior to the Scheme becoming effective, Diurnal shall make an application to the London Stock Exchange for the cancellation of admission to trading of the Diurnal Shares on AIM to take effect from or shortly after the Effective Date. The last day of dealings in Diurnal Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers in respect of such dealings shall be registered after 6.00 p.m. on that date.

On the Effective Date, share certificates in respect of Diurnal Shares shall cease to be valid and entitlements to Diurnal Shares held within the CREST system shall be cancelled.

It is also proposed that, following the Effective Date and after the admission to trading of Diurnal Shares has been cancelled, Diurnal shall be re-registered as a private company under the relevant provision of the Companies Act.

   14.        Dividends 

If, on or after the date of this announcement and on or prior to the Effective Date, any dividend, distribution, or other return of value is declared, made, or paid or becomes payable by Diurnal, the Acquisition Price shall be reduced accordingly. In such circumstances, Diurnal Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

   15.        Disclosure of interests in Diurnal 

Save in respect of the irrevocable undertakings referred to in paragraph 4 above, as at the Latest Practicable Date, neither Neurocrine, nor any of its directors, nor, so far as Neurocrine is aware, any person acting in concert (within the meaning of the Code) with it has (i) any interest in or right to subscribe for any relevant securities of Diurnal; (ii) any short positions in respect of relevant Diurnal Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; (iii) any Dealing Arrangement, in relation to Diurnal Shares or in relation to any securities convertible or exchangeable into Diurnal Shares; or (iv) borrowed or lent any relevant Diurnal Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person shall be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

It has not been practicable for Neurocrine to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, all relevant details in respect of Neurocrine's concert parties shall be included in the Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.

   16.        General 

Neurocrine reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer for the Diurnal Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on the same terms, so far as applicable as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition set at 75 per cent. or such other percentage as Neurocrine and Diurnal may, subject to the rules of the Code and with the consent of the Panel, decide, of the shares to which such Takeover Offer relates.

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix 2 to this announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix 3 to this announcement. Certain terms used in this announcement are defined in Appendix 4 to this announcement.

Smith Square Partners, Panmure Gordon, Torreya and FTI Consulting have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

   17.        Documents available on website 

Copies of the following documents shall be made available on Diurnal's website at https://www.diurnal.com/investor/dallas and on Neurocrine's website at https://www.neurocrine.com/investors until the Effective Date:

-- the irrevocable undertakings referred to in paragraph 4 above and summarised in Appendix 3 to this announcement;

   --              the Confidentiality Agreement; and 
   --              this announcement. 

Enquiries:

 
 Neurocrine Biosciences, Inc. 
 Todd Tushla, Vice President, Investor 
  Relations                                       +1 858 617 7143 
 Smith Square Partners (Financial Adviser 
  to Neurocrine) 
 John Craven 
  Toby Rolls                                      +44 (0) 20 3696 7260 
 Diurnal Group plc 
 Richard Bungay, Interim Chief Executive 
  Officer                                         +44 (0) 20 3727 1000 
 Panmure Gordon (UK) Limited (Rule 3 
  Adviser Financial Adviser, Nominated 
  Adviser and Joint Broker to Diurnal) 
 Freddy Crossley 
  Emma Earl 
  Mark Rogers 
  Rupert Dearden                                  +44 (0) 20 7886 2500 
 
 Torreya (Strategic Adviser to Diurnal) 
 Stephanie Léouzon 
 
  Kelly Curtin                                    +44 (0) 20 7451 4550 
 FTI Consulting (Media and Investor Relations) 
 Simon Conway 
  Victoria Foster Mitchell 
  Alex Davis                                      +44 (0)20 3727 1000 
 

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

Important Notices

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.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA and is acting as financial adviser, Rule 3 adviser, nominated adviser and joint 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, 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.

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 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 England and Wales.

With input from Neurocrine, Diurnal shall prepare the Scheme Document to be distributed to Diurnal Shareholders. Diurnal and Neurocrine urge Diurnal Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.

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.

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.

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

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 the 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), 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 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 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 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 +44 (0)20 7638 0129 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 shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Diurnal's website at https://www.diurnal.com/investor/dallas and on Neurocrine's website 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 this website 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 0371 664 0300. 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. 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 document or information incorporated by reference into this announcement 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.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Diurnal confirms that, as at the Latest Practicable Date, it had 170,040,825 ordinary shares of GBP0.05 each in issue and admitted to trading on AIM. Diurnal does not hold any shares in treasury. The International Securities Identification Number for the Diurnal Shares is GB00BDB6Q760.

General

If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Neurocrine intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Diurnal Shares in respect of which the Takeover Offer has not been accepted.

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.

Appendix 1

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

1. The Acquisition is conditional upon the Scheme becoming unconditional and effective, subject to the Code, by no later than 11.59 p.m. on the Long-stop Date.

   2.         The Scheme shall be subject to the following conditions: 

2.1

(i) its approval by a majority in number of the Scheme Shareholders who are present and vote (and are entitled to vote), whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders; and

(ii) such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course, or such later date (if any) as Diurnal and Neurocrine may agree and (if required) the Court may allow;

2.2

(i) the resolutions required to implement the Scheme being duly passed by the requisite majority of votes cast at the General Meeting; and

(ii) such General Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course, or such later date (if any) as Diurnal and Neurocrine may agree and (if required) the Court may allow;

2.3

(i) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Diurnal and Neurocrine) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii) the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed by Neurocrine and Diurnal and, if required, the Court may allow);

3. In addition, subject as stated in Part B below and to the requirements of the Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Official authorisations, regulatory clearances and third-party clearances

General antitrust and regulatory

(a) all notifications, filings, applications or submissions which are necessary having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all necessary Authorisations in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Diurnal or any other member of the Wider Diurnal Group by any member of the Wider Neurocrine Group, in each case w h i c h is material in the context of the Neurocrine Group or the Diurnal Group as a w hole, having been obtained in terms and in a form reasonably satisfactory to Neurocrine from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Diurnal Group or the Wider Neurocrine Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Diurnal Group in any jurisdiction, in each case w h i c h is material in the context of the Neurocrine Group or the Diurnal Group as a w hole, having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(b) no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in each case so as to be material in the context of the Neurocrine Group or the Diurnal Group as a w hole) :

(i) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Neurocrine Group or by any member of the Wider Diurnal Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Neurocrine Group or the Wider Diurnal Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Diurnal Group or any asset owned by any Third Party (other than in the implementation of the Acquisition);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Neurocrine Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Diurnal or on the ability of any member of the Wider Diurnal Group or any member of the Wider Neurocrine Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Diurnal Group;

(iv) otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider Diurnal Group or any member of the Wider Neurocrine Group;

(v) result in any member of the Wider Diurnal Group or any member of the Wider Neurocrine Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Diurnal by any member of the Wider Neurocrine Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Diurnal by any member of the Wider Neurocrine Group;

(vii) require, prevent or materially delay a divestiture by any member of the Wider Neurocrine Group of any shares or other securities (or the equivalent) in any member of the Wider Diurnal Group or any member of the Wider Neurocrine Group; or

(viii) impose any material limitation on the ability of any member of the Wider Neurocrine Group or any member of the Wider Diurnal Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Neurocrine Group and/or the Wider Diurnal Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Diurnal Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(c) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Diurnal Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Neurocrine Group of any shares or other securities (or the equivalent) in Diurnal or because of a change in the control or management of any member of the Wider Diurnal Group or otherwise, could or might reasonably be expect to result in any of the following to an extent which is material and adverse in the context of the Wider Diurnal Group, or the Wider Neurocrine Group, in either case, taken as a whole:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Diurnal Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Diurnal Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Diurnal Group being materially and adversely modified or materially and adversely affected or any obligation or liability arising or any materially adverse action being taken or arising thereunder;

(iv) any liability of any member of the Wider Diurnal Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v) the rights, liabilities, obligations, interests or business of any member of the Wider Diurnal Group or any member of the Wider Neurocrine Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Diurnal Group or any member of the Wider Neurocrine Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi) any member of the Wider Diurnal Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is or would be material in the context of the Wider Diurnal Group taken as a whole;

(vii) the value of, or the financial or trading position or prospects of, any member of the Wider Diurnal Group being materially prejudiced or materially and adversely affected; or

(viii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Diurnal Group other than trade creditors or other liabilities incurred in the ordinary course of business, and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Diurnal Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 3(c) (i) to (viii), in each case to the extent material in the context of the Wider Diurnal Group taken as a whole;

Certain events occurring since 30 June 2021

   (d)        except as Disclosed, no member of the Wider Diurnal Group having since 30 June 2021: 

(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Diurnal Shares out of treasury (except, where relevant, as between Diurnal and wholly-owned subsidiaries of Diurnal or between the wholly-owned subsidiaries of Diurnal and except for the issue or transfer out of treasury of Diurnal Shares on or in connection with the exercise of share options or vesting of share awards in the ordinary course under the Diurnal Share Awards);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Diurnal to Diurnal or any of its wholly-owned subsidiaries;

(iii) other than pursuant to the Acquisition (and except for transactions between Diurnal and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Diurnal and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Diurnal Group taken as a whole;

(iv) except for transactions between Diurnal and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Diurnal and except for transactions in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v) (except for transactions between Diurnal and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Diurnal) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider Diurnal Group as a whole;

(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider Diurnal Group which is material in the context of the Wider Diurnal Group as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Diurnal Group, except for salary increases, bonuses or variations of terms in the ordinary course;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Diurnal Group which are material in the context of the Wider Diurnal Group taken as a whole;

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x) except in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider Diurnal Group as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Diurnal Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Diurnal Group taken as a whole;

(xii) (except as disclosed on publicly available registers) made any material alteration to its memorandum or articles of association or other incorporation documents;

(xiii) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Diurnal Group for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider Diurnal Group;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Diurnal Group taken as a whole;

(xv) (other than in respect of a member of the Wider Diurnal Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi) (except for transactions between Diurnal and its wholly-owned subsidiaries or between the wholly-owned subsidiaries), made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii) other than in the ordinary course of trading, entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities;

(xviii) having taken (or agreed or proposed to take) any action which requires or would require, the consent of the Panel or the approval of Diurnal Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code; or

(xix) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(d);

No adverse change, litigation, regulatory enquiry or similar

   (e)        except as Disclosed, since 30 June 2021 there having been: 

(i) no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Diurnal Group which is material in the context of the Wider Diurnal Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Diurnal Group or to which any member of the Wider Diurnal Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Diurnal Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Diurnal Group taken as a whole;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Diurnal Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Diurnal Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Diurnal Group taken as a whole;

(iv) no contingent or other liability having arisen or become apparent to Neurocrine or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Diurnal Group to an extent which is material in the context of the Wider Diurnal Group taken as a whole; and

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Diurnal Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Diurnal Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

   (f)         except as Disclosed, Neurocrine not having discovered that: 

(i) any financial, business or other information concerning the Wider Diurnal Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Wider Neurocrine Group by or on behalf of any member of the Wider Diurnal Group prior to the date of this announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent, in the context of the Wider Diurnal Group taken as a whole;

(ii) any member of the Wider Diurnal Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Diurnal Group taken as a whole;

(iii) any past or present member of the Wider Diurnal Group has not complied in any material respect in the context of the Wider Diurnal Group taken as a whole with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Diurnal Group;

(iv) there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Diurnal Group;

Anti-corruption

(v) any member of the Wider Diurnal Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation;

(vi) any member of the Wider Diurnal Group is ineligible to be awarded any contract or business under regulation 57 of the Public Contracts Regulations 2015 or regulation 80 of the Utilities Contracts Regulations 2015 (each as amended); or

(vii) any member of the Wider Diurnal Group has engaged in any transaction which would cause any member of the Wider Neurocrine Group to be in breach of applicable law or regulation upon completion of the Acquisition, including the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law; or

No criminal property

(viii) any asset of any member of the Wider Diurnal Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Acquisition

1. Subject to the requirements of the Panel, Neurocrine reserves the right, in its sole discretion, to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix 1 above, except Conditions 2.1(i), 2.2(i), and 2.3(i), which cannot be waived. If any of Conditions 2.1(ii), 2.2(ii), and 2.3(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Neurocrine shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines, or agreed with Diurnal to extend the relevant deadline.

2. If Neurocrine is required by the Panel to make an offer for Diurnal Shares under the provisions of Rule 9 of the Code, Neurocrine may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3. Neurocrine shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part A of Appendix 1 above that are capable of waiver by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4. Under Rule 13.5(a) of the City Code, Neurocrine may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Neurocrine in the context of the Acquisition. Neurocrine may only invoke a condition that is subject to Rule 13.5(a) with the consent of the Panel.

5. Condition 1, Conditions 2.1, 2.2, and 2.3 in Part A of Appendix 1 above, and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Code.

   6.         Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Neurocrine. 

7. The Diurnal Shares acquired under the Acquisition shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made on or after the Effective Date.

8. If, on or after the date of this announcement and prior to or on the Effective Date, any dividend, distribution or other return of value is declared, paid or made, or becomes payable by Diurnal, Neurocrine reserves the right (without prejudice to any right of Neurocrine, with the consent of the Panel, to invoke Condition 3(d)(ii) of Appendix 1 above) to reduce the consideration payable under the Acquisition to reflect the aggregate amount of such dividend, distribution, or other return of value or excess. In such circumstances, Diurnal Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

If on or after the date of this announcement, and to the extent that any such dividend, distribution or other return of value has been declared, paid, or made, or becomes payable by Diurnal on or prior to the Effective Date and Neurocrine exercises its rights under this paragraph 8 to reduce the consideration payable under the terms of the Acquisition, any reference in this announcement to the consideration payable under the terms of the Acquisition shall be deemed to be a reference to the consideration as so reduced.

If and to the extent that such a dividend, distribution, or other return of value has been declared or announced, but not paid or made, or is not payable by reference to a record date on or prior to the Effective Date and is or shall be (i) transferred pursuant to the Acquisition on a basis which entitles Neurocrine to receive the dividend, distribution, or other return of value and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition shall not be subject to change in accordance with this paragraph 8. Neurocrine also reserves the right to reduce the consideration payable under the Acquisition in such circumstances as are, and by such amount as is, permitted by the Panel.

Any exercise by Neurocrine of its rights referred to in this paragraph 8 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

9. Neurocrine reserves the right to elect (with the consent of the Panel,) to implement the Acquisition by way of a Takeover Offer for the Diurnal Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition set at 75 per cent. or such other percentage as Neurocrine and Diurnal may, subject to the rules of the Code and with the consent of the Panel, decide , of the shares to which such Takeover Offer relates.

10. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

11. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

12. The Acquisition is governed by the law of England and Wales and is subject to the jurisdiction of the courts of England and Wales and to the Conditions and further terms set out in this Appendix 1 and to be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the Financial Conduct Authority.

13. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

(i) As at 26 August 2022 (being the latest practicable date prior to publication of this announcement), there were 170,040,825 Diurnal Shares in issue. The International Securities Identification Number for Diurnal Shares is GB00BDB6Q760.

   (ii)         Any references to the issued and to be issued share capital of Diurnal are based on: 
   --              the 170,040,825 Diurnal Shares referred to in paragraph (i) above; and 

-- 5,718,900 Diurnal Shares which may be issued on or after the date of this announcement to satisfy the exercise of options or vesting of awards pursuant to the Diurnal Share Awards (such number of Diurnal Shares having been calculated assuming that unvested Diurnal LTIP Awards will vest as to 70% of the maximum number of Diurnal Shares that are subject to the unvested Diurnal LTIP Awards, and having applied pro-rating to Diurnal LTIP Awards held by former employees).

(iii) The value of the Acquisition based on the Acquisition Price of 27.5 pence per Diurnal Share is calculated on the basis of the issued and to be issued share capital of Diurnal as set out in paragraph (ii) above.

(iv) Unless otherwise stated, the Closing Prices and volume weighted average prices referred to in this announcement are taken from Refinitiv Eikon.

(v) Unless otherwise stated, the financial information relating to Diurnal is extracted from the audited consolidated financial statements of Diurnal for the financial year to 30 June 2021, prepared in accordance with IFRS, the unaudited interim statements for the six months ended 31 December 2021 and the unaudited trading statement in relation to the twelve months ended 30 June 2022.

Appendix 3

IRREVOCABLE UNDERTAKINGS

PART A: Diurnal Directors' irrevocable undertakings

The following Diurnal Directors have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting and, if Neurocrine exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure acceptance of such offer:

 
 Name of Diurnal Director      Number of Diurnal     Percentage of Diurnal 
                               Shares in respect      issued share capital 
                              of which undertaking     (excluding shares 
                                    is given             under option) 
       Richard Ross                2,284,047                 1.34 
                            ----------------------  ---------------------- 
      Richard Bungay                337,578                  0.20 
                            ----------------------  ---------------------- 
       John Goddard                 228,574                  0.13 
                            ----------------------  ---------------------- 
       Sam Williams                 113,819                  0.07 
                            ----------------------  ---------------------- 
       Alan Raymond                 66,849                   0.04 
                            ----------------------  ---------------------- 
           TOTAL                   3,030,867                 1.78 
                            ----------------------  ---------------------- 
 

The obligations of the Diurnal Directors under the irrevocable undertakings shall lapse and cease to have effect on and from the following occurrences:

-- the Scheme Document (or, if Neurocrine elects to implement the Acquisition by way of a Takeover Offer, the Takeover Offer document) is not published within 28 days of the date of release of this announcement (or within such longer period as the Panel may agree);

-- the Scheme lapses or is withdrawn unless Neurocrine announces, at the same time as the announcement of such lapse or withdrawal, with the consent of the Panel, a firm intention to implement the Acquisition by way of a Takeover Offer;

-- the Scheme becomes effective in accordance with its terms or a Takeover Offer (if applicable) is declared unconditional in accordance with the requirements of the Code;

-- any competing offer for the issued and to be issued ordinary share capital of Diurnal is made which is declared wholly unconditional (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement);

-- the Scheme does not become effective, or, if Neurocrine elects to implement the Acquisition by way of a Takeover Offer, the Takeover Offer does not become unconditional in accordance with the requirements of the Code (as the case may be), by the Long-stop Date; or

   --              the Acquisition otherwise lapses or is withdrawn. 

PART B: Non-director Diurnal Shareholder irrevocable undertakings

The following holders or controllers of Diurnal Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting and, if Neurocrine exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure acceptance of such offer:

 
 Name of Diurnal Shareholder      Number of Diurnal     Percentage of Diurnal 
      giving undertaking          Shares in respect      issued share capital 
                                 of which undertaking     (excluding shares 
                                       is given             under option) 
           IP Group                  49,900,285                 29.3 
                               ----------------------  ---------------------- 
    Polar Capital Holdings 
              plc                    20,000,000                 11.8 
                               ----------------------  ---------------------- 
     Development Bank of 
             Wales                   11,534,888                  6.8 
                               ----------------------  ---------------------- 
            TOTAL                    81,435,173                 47.9 
                               ----------------------  ---------------------- 
 

The obligations of IP Group, Development Bank of Wales and Polar Capital Holdings plc under the irrevocable undertakings shall lapse and cease to have effect on and from the following occurrences:

-- the Scheme Document (or, if Neurocrine elects to implement the Acquisition by way of a Takeover Offer, the Takeover Offer document) is not published within 28 days of the date of release of this announcement (or within such longer period as the Panel may agree);

-- the Scheme lapses or is withdrawn unless Neurocrine announces, at the same time as the announcement of such lapse or withdrawal, with the consent of the Panel, a firm intention to implement the Acquisition by way of a Takeover Offer;

-- the Scheme becomes effective in accordance with its terms or a Takeover Offer (if applicable) is declared unconditional in accordance with the requirements of the Code;

-- the Scheme does not become effective, or, if Neurocrine elects to implement the Acquisition by way of a Takeover Offer, the Takeover Offer does not become unconditional in accordance with the requirements of the Code (as the case may be), by the Long-stop Date;

   --              the Acquisition otherwise lapses or is withdrawn; 

-- with respect to IP Group, a person other than Neurocrine or any person acting in concert with it announces pursuant to Rule 2.7 of the Code a firm intention to make a Competing Offer and Neurocrine has not on or before 11.59 p.m. on the fifth business day after the date of the announcement of the Competing Offer announced a new, increased or revised terms of the Scheme, or a new, increased or revised Takeover Offer, on terms which exceed the value of the Competing Offer in the reasonable opinion of Smith Square Partners LLP and for these purposes a Competing Offer is an offer (however structured), which is not subject to pre-conditions, to acquire the whole of Diurnal's issued and to be issued ordinary share capital, other than that already beneficially owned by the person making the offer on terms which represent (in the reasonable opinion of Smith Square Partners LLP) an improvement of at least 15 per cent. (15%) in the amount or value of the consideration offered under the terms of the Scheme as at 5.00 p.m. on the last dealing day prior to the date on which such third party offer is announced; or

-- with respect to Polar Capital Holdings plc and the Development Bank of Wales, a person other than Neurocrine or any person acting in concert with it announces pursuant to Rule 2.7 of the Code by no later than 3.30 p.m. on the fifth business day after the Scheme Document (or, if Neurocrine elects to implement the Acquisition by way of a Takeover Offer, the Takeover Offer document) is dispatched to Diurnal Shareholders a firm intention to make a Competing Offer and Neurocrine has not, on or before 11.59 p.m. on the fourteenth day after the date of the announcement of the Competing Offer announced a Revised Offer and for these purposes: (i) a Competing Offer is an offer (however structured), which is not subject to pre-conditions, to acquire the whole of Diurnal's issued and to be issued ordinary share capital, other than that already beneficially owned by the person making the offer on terms which represent (in the reasonable opinion of Smith Square Partners LLP) an improvement of at least 15 per cent. (15%) in the amount or value of the consideration offered under the terms of the Scheme as at 5.00 p.m. on the last dealing day prior to the date on which such third party offer is announced and which has been unanimously recommended by the directors of Diurnal and (ii) a Revised Offer means new, increased or revised terms of the Scheme, or a new, increased or revised Takeover Offer, on terms which equal or exceed the value of the Competing Offer in the reasonable opinion of Smith Square Partners LLP.

PART C: Total irrevocable undertakings

Neurocrine has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from: (i) IP Group; (ii) Development Bank of Wales; and (iii) Polar Capital Holdings, which are irrevocable undertakings over 81,435,173 Diurnal Shares, representing, in aggregate, approximately 47.9 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

Diurnal Directors, Richard Ross, Richard Bungay, John Goddard, Sam Williams and Alan Raymond have provided irrevocable undertakings which are irrevocable undertakings over 3,030,867 Diurnal Shares, representing, in aggregate, approximately 1.78 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

Accordingly, irrevocable undertakings have been provided over 84,466,040 Diurnal Shares, representing, in aggregate, approximately 49.7 per cent. of the ordinary share capital of Diurnal in issue on the Last Practicable Date.

PART D: Letter of intent

In addition to the irrevocable undertakings, Neurocrine has received a letter of intent from Amati Global Investors in respect of 8,786,429 Diurnal Shares, representing, in aggregate, approximately 5.2 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

The letter of intent confirms Amati Global Investors intention to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer).

PART E: Total irrevocable undertakings and letter of intent

Considering: (i) the Director irrevocable undertakings, representing approximately 1.78 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date; (ii) the Shareholder irrevocable undertakings given by IP Group, Development Bank of Wales and Polar Capital Holdings, representing approximately 47.9 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date; and (iii) the letter of intent received from Amati Global Investors representing, in aggregate, approximately 5.2 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date, Neurocrine has received irrevocable undertakings and a letter of intent in respect of a total of 93,252,469 Diurnal Shares representing, in aggregate, approximately 54.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.

Appendix 4

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 
 Acquisition                       the recommended cash acquisition being 
                                    made by Neurocrine to acquire the 
                                    entire issued and to be issued ordinary 
                                    share capital of Diurnal to be effected 
                                    by means of the Scheme (or by way 
                                    of Takeover Offer under certain circumstances 
                                    described in this announcement) and, 
                                    where the context admits, any subsequent 
                                    revision, variation, extension or 
                                    renewal thereof 
 Acquisition Price                 27.5 pence per Diurnal Share 
 AIM                               the AIM market, a market operated 
                                    by the London Stock Exchange 
 AIM Rules                         the AIM Rules for Companies governing 
                                    the admission to and operation of 
                                    AIM published by the London Stock 
                                    Exchange as amended from time to time 
 Authorisations                    regulatory authorisations, orders, 
                                    recognitions, grants, consents, clearances, 
                                    confirmations, certificates, licences, 
                                    permissions or approvals, in each 
                                    case, of a Third Party 
 Blocking Law                      means (i) any provision of Council 
                                    Regulation (EC) No 2271/1996 of 22 
                                    November 1996 (or any law or regulation 
                                    implementing such Regulation in any 
                                    member state of the European Union); 
                                    or (ii) any provision of Council Regulation 
                                    (EC) No 2271/1996 of 22 November 1996, 
                                    as it forms part of domestic law in 
                                    the United Kingdom by virtue of the 
                                    European Union (Withdrawal) Act 2018 
 Business Day                      a day (other than Saturdays, Sundays 
                                    and public holidays in the UK) on 
                                    which banks are open for business 
                                    in London 
 Closing Price                     the closing middle market price of 
                                    a Diurnal Share on a particular trading 
                                    day as derived from the AIM Appendix 
                                    to the Daily Official List 
 Code                              the City Code on Takeovers and Mergers 
 Companies Act                     the Companies Act 2006, as amended 
 Conditions                        the conditions to the implementation 
                                    of the Acquisition, as set out in 
                                    Appendix 1 to this announcement and 
                                    to be set out in the Scheme Document 
 Court                             the High Court of Justice in England 
                                    and Wales 
 Court Hearing                     the hearing by the Court of the application 
                                    to sanction the Scheme under Part 
                                    26 of the Companies Act 
 Court Meeting                     the meeting of Scheme Shareholders 
                                    to be convened pursuant to an order 
                                    of the Court under the Companies Act 
                                    for the purpose of considering and, 
                                    if thought fit, approving the Scheme 
                                    (with or without amendment), including 
                                    any adjournment thereof, notice of 
                                    which is to be contained in the Scheme 
                                    Document 
 Court Order                       the order of the Court sanctioning 
                                    the Scheme 
 Daily Official List               the Daily Official List published 
                                    by the London Stock Exchange 
 Dealing Arrangement               an arrangement of the kind referred 
                                    to in Note 11(a) on the definition 
                                    of acting in concert in the Code 
 Dealing Disclosure                has the same meaning as in Rule 8 
                                    of the Code 
 Disclosed                         the information disclosed by, or on 
                                    behalf of Diurnal, (i) in the annual 
                                    report and accounts of the Diurnal 
                                    Group for the financial years ended 
                                    30 June 2019, 30 June 2020 or 30 June 
                                    2021; (ii) in the unaudited interim 
                                    statements for the Diurnal Group for 
                                    the six months ended 31 December 2021; 
                                    (iii) in the unaudited trading statement 
                                    for the Diurnal Group in relation 
                                    to the twelve months ended 30 June 
                                    2022; (iv) in this announcement; (v) 
                                    in any other announcement to a Regulatory 
                                    Information Service by, or on behalf 
                                    of Diurnal prior to the publication 
                                    of this announcement; or (vi) as otherwise 
                                    fairly disclosed to Neurocrine (or 
                                    its respective officers, employees, 
                                    agents or advisers) prior to the date 
                                    of this announcement, including (but 
                                    not limited to): (i) in connection 
                                    with any management presentation in 
                                    connection with the Acquisition which 
                                    was attended by Neurocrine (or any 
                                    of their respective officers, employees, 
                                    agents or advisers in their capacity 
                                    as such), or (ii) via the virtual 
                                    data room operated on behalf of Diurnal 
                                    in respect of the Acquisition 
 Diurnal                           Diurnal Group plc 
 Diurnal Consultant Option         the option granted by Diurnal on 12 
                                    April 2016 in exchange for an option 
                                    granted by Diurnal Limited on 23 September 
                                    2015 which was not granted pursuant 
                                    to the Diurnal Share Option Scheme 
                                    2015 
 Diurnal Directors                 the directors of Diurnal at the time 
                                    of this announcement or, where the 
                                    context so requires, the directors 
                                    of Diurnal from time to time 
 Diurnal Group                     Diurnal and its subsidiary undertakings 
                                    and, where the context permits, each 
                                    of them 
 Diurnal LTIP Awards               options or awards granted pursuant 
                                    to the Diurnal Group plc Long Term 
                                    Incentive Plan adopted by the Diurnal 
                                    Directors on 21 December 2015 
 Diurnal Market Value Options      the options granted by Diurnal in 
                                    exchange for options granted by Diurnal 
                                    Limited pursuant to the Diurnal Share 
                                    Option Scheme 2015 
 Diurnal Shareholders or           the holders of Diurnal Shares at any 
  Shareholders                      relevant date or time 
 Diurnal Shares                    the existing unconditionally allotted 
                                    or issued and fully paid ordinary 
                                    shares of 5 pence each in the capital 
                                    of Diurnal and any further such ordinary 
                                    shares which are unconditionally allotted 
                                    or issued before the Scheme becomes 
                                    effective 
 Diurnal Share Awards              the Diurnal LTIP Awards, the Diurnal 
                                    Consultant Option and the Diurnal 
                                    Market Value Options 
 Diurnal Share Option Scheme       the Diurnal Share Option Scheme 2015 
  2015                              adopted by the board of directors 
                                    of Diurnal Limited 
 Effective                            in the context of the Acquisition: 
                                       (a) if the Acquisition is implemented 
                                       by way of the Scheme, the Scheme having 
                                       become effective pursuant to its terms; 
                                       or 
                                       (b) if the Acquisition is implemented 
                                       by way of a Takeover Offer, such Takeover 
                                       Offer having been declared and become 
                                       unconditional in accordance with the 
                                       Code 
 Effective Date                    the date on which either (i) the Scheme 
                                    becomes effective in accordance with 
                                    its terms or; if Neurocrine elects, 
                                    and the Panel consents, to implement 
                                    the Acquisition by way of a Takeover 
                                    Offer (as defined in Chapter 3 of 
                                    Part 28 of the Companies Act), the 
                                    date on which such Takeover Offer 
                                    becomes or is declared unconditional 
 Enlarged Group                    the combined Diurnal Group and Neurocrine 
                                    Group following completion of the 
                                    Acquisition 
 Excluded Shares                   (i) any Diurnal Shares beneficially 
                                    owned by Neurocrine or any other member 
                                    of the Neurocrine Group; (ii) any 
                                    Diurnal Shares held in treasury by 
                                    Diurnal; and (iii) any other Diurnal 
                                    Shares which Neurocrine and Diurnal 
                                    agree will not be subject to the Scheme 
 FCA or Financial Conduct          the Financial Conduct Authority acting 
  Authority                         in its capacity as the competent authority 
                                    for the purposes of Part VI of the 
                                    UK Financial Services and Markets 
                                    Act 2000 
 Forms of Proxy                    the forms of proxy in connection with 
                                    each of the Court Meeting and the 
                                    General Meeting, which shall accompany 
                                    the Scheme Document 
 FTI Consulting                    FTI Consulting LLP 
 General Meeting                   the general meeting of Diurnal Shareholders 
                                    (including any adjournment thereof) 
                                    to be convened in connection with 
                                    the Scheme 
 IFRS                              International Financial Reporting 
                                    Standards 
 IP Group                          IP2IPO Portfolio (GP) Limited acting 
                                    in its capacity as general partner 
                                    of IP2IPO Portfolio LP and IP2IPO 
                                    Limited 
 Latest Practicable Date           means 26 August 2022, being the latest 
                                    practicable date prior to the publication 
                                    of this Announcement 
 London Stock Exchange             London Stock Exchange plc 
 Long-stop Date                    28 February 2023, or such later date 
                                    as may be agreed by Neurocrine and 
                                    Diurnal (with the Panel's consent 
                                    and as the Court may approve (if such 
                                    approval(s) are required)) 
 Neurocrine                        Neurocrine Biosciences, Inc., a Delaware 
                                    corporation whose registered office 
                                    is at 12780 El Camino Real, San Diego, 
                                    California 92130, United States of 
                                    America 
 Neurocrine Group                  Neurocrine and its subsidiary undertakings 
                                    and, where the context permits, each 
                                    of them 
 Offer Period                      the offer period (as defined by the 
                                    Code) relating to Diurnal, which commenced 
                                    on the date of this announcement 
 Opening Position Disclosure       has the same meaning as in Rule 8 
                                    of the Code 
 Overseas Shareholders             Diurnal Shareholders (or nominees 
                                    of, or custodians or trustees for 
                                    Diurnal Shareholders) not resident 
                                    in, or nationals or citizens of the 
                                    United Kingdom 
 Panel                             the Panel on Takeovers and Mergers 
 Panmure Gordon                    Panmure Gordon (UK) Limited, Diurnal's 
                                    financial adviser, Rule 3 adviser, 
                                    nominated adviser and joint broker 
 Registrar of Companies            the Registrar of Companies in England 
                                    and Wales 
 Regulatory Information            a service approved by the London Stock 
  Service                           Exchange for the distribution to the 
                                    public of announcements and included 
                                    within the list on the website of 
                                    the London Stock Exchange 
 Restricted Jurisdiction           any jurisdiction where local laws 
                                    or regulations may result in a significant 
                                    risk of civil, regulatory or criminal 
                                    exposure if information concerning 
                                    the Acquisition is sent or made available 
                                    to Diurnal Shareholders 
 Scheme or Scheme of Arrangement   the proposed scheme of arrangement 
                                    under Part 26 of the Companies Act 
                                    between Diurnal and the Scheme Shareholders 
                                    in connection with the Acquisition, 
                                    with or subject to any modification, 
                                    addition or condition approved or 
                                    imposed by the Court and agreed by 
                                    Diurnal and Neurocrine 
 Scheme Document                   the document to be sent to Diurnal 
                                    Shareholders (and persons with information 
                                    rights) containing, amongst other 
                                    things, the Scheme and the notices 
                                    convening the Court Meeting and the 
                                    General Meeting 
 Scheme Record Time                the time and date specified as such 
                                    in the Scheme Document, expected to 
                                    be 6.00 p.m. on the Business Day immediately 
                                    prior to the Effective Date 
 Scheme Shareholder                a holder of Scheme Shares at any relevant 
                                    date or time 
 Scheme Shares                        a definition to be specified in the 
                                       Scheme Document, expected to be: 
                                       (a) Diurnal Shares in issue as at 
                                       the date of the Scheme Document; 
                                       (b) (if any) Diurnal Shares issued 
                                       after the date of the Scheme Document 
                                       but prior to the Voting Record Time; 
                                       and 
                                       (c) (if any ) Diurnal Shares issued 
                                       at or after the Voting Record Time 
                                       and before the Scheme Record Time, 
                                       either on terms that the original 
                                       or any subsequent holders thereof 
                                       shall be bound by the Scheme, or in 
                                       respect of which the holders thereof 
                                       shall have agreed in writing to be, 
                                       bound by the Scheme, 
                                       and, in each case (where the context 
                                       requires), remaining in issue at the 
                                       Scheme Record Time, but excluding 
                                       Excluded Shares 
 Significant Interest              in relation to an undertaking, a direct 
                                    or indirect interest of 20 per cent. 
                                    or more of the total voting rights 
                                    conferred by the equity share capital 
                                    (as defined in section 548 of the 
                                    Companies Act) of such undertaking 
 Smith Square Partners             Smith Square Partners LLP 
 Takeover Offer                    should the Acquisition be implemented 
                                    by way of a Takeover Offer as defined 
                                    in Chapter 3 of Part 28 of the Companies 
                                    Act, the offer to be made by or on 
                                    behalf of Neurocrine to acquire the 
                                    entire issued and to be issued ordinary 
                                    share capital of Diurnal and, where 
                                    the context admits, any subsequent 
                                    revision, variation, extension or 
                                    renewal of such takeover offer 
 Third Party                       each of a central bank, government 
                                    or governmental, quasi-governmental, 
                                    supranational, statutory, regulatory, 
                                    environmental, administrative, fiscal 
                                    or investigative body, court, trade 
                                    agency, association, institution, 
                                    environmental body, employee representative 
                                    body or any other body or person whatsoever 
                                    in any jurisdiction 
 Torreya                           Torreya Capital LLC 
 United Kingdom or UK              the United Kingdom of Great Britain 
                                    and Northern Ireland 
 United States or US               the United States of America, its 
                                    territories and possessions, any state 
                                    of the United States of America, the 
                                    District of Columbia and all other 
                                    areas subject to its jurisdiction 
                                    and any political sub-division thereof 
 US Exchange Act                   the United States Securities Exchange 
                                    Act of 1934 
 Voting Record Time                the time and date to be specified 
                                    in the Scheme Document by reference 
                                    to which entitlement to vote on the 
                                    Scheme will be determined 
 Wider Neurocrine Group            Neurocrine and associated undertakings 
                                    and any other body corporate, partnership, 
                                    joint venture or person in which Neurocrine 
                                    and all such undertakings (aggregating 
                                    their interests) have a Significant 
                                    Interest and 
 Wider Diurnal Group               Diurnal and associated undertakings 
                                    and any other body corporate, partnership, 
                                    joint venture or person in which Diurnal 
                                    and such undertakings (aggregating 
                                    their interests) have a Significant 
                                    Interest. 
 

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "Euros", "EUR" and "EUR" are to the lawful currency of the member states of the European Union that adopt a single currency in accordance with the Treaty establishing the European Community as amended by the Treaty on the European Union.

All references to "US$", "$" and "US Dollars" are to the lawful currency of the United States.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

OFBFKLLLLVLEBBB

(END) Dow Jones Newswires

August 30, 2022 02:02 ET (06:02 GMT)

1 Year Neurocrine Biosciences Chart

1 Year Neurocrine Biosciences Chart

1 Month Neurocrine Biosciences Chart

1 Month Neurocrine Biosciences Chart
Your Recent History
LSE
0K6R
Neurocrine..
Register now to watch these stocks streaming on the ADVFN Monitor.

Monitor lets you view up to 110 of your favourite stocks at once and is completely free to use.

Log in to ADVFN
Register Now

By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions

P: V:gb D:20221201 18:04:02