Neuropharm Share Discussion Threads

[hadronuk] 20/4/2010 06:19

Voluntary Liquidation



TIDMNPH

RNS Number : 4483K
Neuropharm Group PLC
20 April 2010

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+------------------------------------+------------------------------+
| For immediate release | 20 April 2010 |
+------------------------------------+------------------------------+



Neuropharm Group plc
("Neuropharm" or "the Company")

Proposed Members' Voluntary Liquidation and proposed cancellation of admission
of Ordinary Shares to trading on AIM

Neuropharm Group plc (AIM: NPH) today announces that its directors have decided
to recommend to shareholders that the Company be wound up by way of a members'
voluntary liquidation ("MVL") such that, following payment of the Company's
liabilities, its remaining cash be returned to shareholders. The MVL is
conditional upon approval by Neuropharm shareholders ("Shareholders") at a
general meeting (the "General Meeting"), to be held on Tuesday 18 May 2010. The
Company also announces that it has applied for the cancellation of the trading
of its securities on AIM, subject to approval by Shareholders of the MVL. A
single resolution (the "Resolution") will be proposed to Shareholders at the
General Meeting to approve the MVL and the cancellation. It is expected that
suspension of the Company's ordinary shares (the "Ordinary Shares") will occur
at 7.00 a.m. on Tuesday 18 May 2010 and, subject to the passing of the
Resolution, that cancellation will occur at 7.00 a.m. on the following day,
Wednesday 19 May 2010.

A circular providing further details of the proposed MVL and cancellation and
the General Meeting has been posted to Shareholders today. The circular is also
available on the Company's website at www.neuropharm.co.uk.

The Directors consider the Resolution to be in the best interests of the Company
and its Shareholders. Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolution as they have undertaken to do in
respect of the Ordinary Shares in which they are beneficially interested. The
Company has received undertakings to vote in favour of the Resolution from
certain Shareholders (including from those of the Directors who hold Ordinary
Shares) in respect of an aggregate of 10,612,915 Ordinary Shares, representing
approximately 33.65 per cent. of the current issued share capital of the
Company.
The Company has also received non-binding letters of intent from certain
Shareholders confirming their intention to vote in favour of the Resolution in
respect of an aggregate of 5,573,538 Ordinary Shares, representing approximately
17.67 per cent. of the Company's issued share capital as at the date of the
Circular.
Accordingly, in aggregate, the Company has received undertakings or letters of
intent to vote in favour of the Resolution in respect of 16,186,453 Ordinary
Shares, representing approximately 51.32 per cent. of the Company's issued share
capital as at the date of the Circular.

Background to and reasons for the MVL and Cancellation
The Company announced on 18 February 2009 that its Phase III SOFIA study of its
lead programme, NPL-2008, in autistic disorder did not achieve its primary
endpoint. The SOFIA study showed that repetitive behaviours in patients were
reduced after both NPL-2008 (a novel formulation of fluoxetine) and placebo
treatment, but the study did not meet its primary endpoint of demonstrating a
statistically significant difference between the two groups of patients. These
results were unexpected and hugely disappointing to, among others, the Company
and its management and shareholders.

Subsequent to these results, Neuropharm sought to secure a collaboration with a
pharmaceutical company to continue development of NPL-2008 and undertook
discussions with a number of third party pharmaceutical companies with a view to
securing a potential collaboration that would encompass the further development
and commercialisation of NPL-2008. However, discussions with potential
collaborators did not come to fruition.

On 3 November 2009, the Company announced that it was in discussions which may
or may not lead to an offer being made for the Company and noted that the Board
was seeking a sale or merger of the Company in order that the value of its
pipeline could be maximised. On 10 March 2010 the Company announced that it was
continuing talks with a potentially interested party but that in light of the
uncertainty as to whether an offer would be made for the Company and the costs
associated with maintaining admission of the Company's shares to trading on AIM
and the continued operation of the business, the Board had resolved to explore a
return of cash to Shareholders. On 31 March 2010 the Company announced that,
while discussions were ongoing for the sale of certain assets, the Company had
received confirmation that none of the companies it was in discussion with were
considering making an offer for the Company.

The Board has therefore expended considerable time and energy in recent months
considering in detail the Company's strategic options. Discussions have been
held with various third parties, including already listed trade players, other
international pharmaceutical companies and venture capitalists. The range of
possible transactions which the Company has considered has been extensive and
has included technology licensing arrangements, the sale of one or more of the
Group's programmes, the sale of Neuropharm Limited, an acquisition of the
Company for cash and a reverse takeover of the Company.

Regrettably the Directors have now concluded that it is in the best interests of
Shareholders that a resolution be proposed to, amongst other things, place the
Company into members' voluntary liquidation such that, after payment of the
Company's liabilities, the Company's remaining cash be returned to Shareholders
via the MVL.

The MVL and Cancellation
It is proposed that Samantha Jane Keen and Ian Carr of Grant Thornton UK LLP, No
1 Dorset Street, Southampton SO15 2DP be appointed as joint liquidators of the
Company (the "Proposed Liquidators"). It will be the Proposed Liquidators'
responsibility to deal with the conduct of the MVL and to determine the timing
and amount of any distribution(s) to Shareholders. The MVL is conditional upon
the passing of the Resolution at the General Meeting. If the Resolution is
passed, it is anticipated that the MVL will commence immediately following the
General Meeting and that the appointment of the Proposed Liquidators to the
Company will become effective at such time.

On 19 April 2010, and as required by Section 89 of the Insolvency Act 1986 in
respect of a members' solvent voluntary liquidation, the Directors made a
statutory declaration of solvency stating that they have made a full enquiry
into the affairs of the Company and that, having done so, they have formed the
opinion that the Company will be able to pay its debts in full, together with
any interest, within a period of 12 months from the commencement of the
Liquidation.

Whilst the timetable for any distribution is outside the Board's control, the
Board currently anticipates that the Proposed Liquidators will be in a position
to pay a distribution to Shareholders approximately two months following the
commencement of the Liquidation.

As noted above, as at 31 December 2009 the Company had net cash, cash
equivalents and money market investments of GBP6.18 million.

Pursuant to Rule 41 of the AIM Rules, the Company has today made an application
to the London Stock Exchange for the admission of the Ordinary Shares to trading
on AIM to be cancelled on 19 May 2010 subject to Shareholder approval by the
passing of the Resolution at the General Meeting. It is expected that dealings
in Ordinary Shares on AIM will be suspended at the start of business on 18 May
2010 (being the day of the General Meeting) and, provided the Resolution is
passed, that admission of the Company's shares to trading on AIM will be
cancelled with effect from the start of business on 19 May 2010.



The Board
On 9 April 2010 the Company announced that Dr Mike Snape had stepped down as an
employee and director of the Company. Dr Acton, Stephen Whybrow and Graeme
Hart, the Company's non-executive directors, have each agreed that they would
waive their contractual entitlement to three months' notice in the event of the
termination of their appointment as directors of the Company. Accordingly, if
the Resolution is passed, each of the non-executive directors will cease to be
directors from that date and will not receive any compensation for loss of
office. Unless the Company enters into alternative arrangements with Robert
Mansfield and Graham Yeatman, Robert Mansfield and Graham Yeatman will continue
to receive their contractual entitlements under their service agreements until
expiry on 22 March 2011 of their 12 month notice period.

Effecting Transactions in Ordinary Shares following the MVL and Cancellation
If the Resolution is approved the Ordinary Shares will no longer be tradable on
AIM. Furthermore, as a consequence of the MVL, the Ordinary Shares will not be
transferrable without the consent of the appointed Proposed Liquidators. Further
details regarding dealings, transfers and cancellation of admission are provided
in the circular to Shareholders.

Enquiries

For further information please contact:

+----------------------------------------+----------------+
| Neuropharm | + 44 (0) 1372 |
| | 371 171 |
+----------------------------------------+----------------+
| Robert Mansfield, Chief Executive | |
| Officer | |
| Graham Yeatman, Chief Financial | |
| Officer | |
+----------------------------------------+----------------+
| | |
+----------------------------------------+----------------+
| Piper Jaffray Ltd. | + 44 (0) 20 |
| | 3142 8700 |
+----------------------------------------+----------------+
| Neil Mackison, Rupert Winckler | |
+----------------------------------------+----------------+
| | |
+----------------------------------------+----------------+
| Buchanan Communications | + 44 (0) 20 |
| | 7466 5000 |
+----------------------------------------+----------------+
| Mark Court, Catherine Breen | |
+----------------------------------------+----------------+

Notes to Editors:

About Neuropharm
Neuropharm is a speciality pharmaceutical company focused on the development of
medicines for the treatment and management of neurodevelopmental disorders.
Please visit www.neuropharm.co.uk for further information.



This information is provided by RNS
The company news service from the London Stock Exchange
END

MSCUROSRRWASURR

[shortearedowl] 19/4/2010 14:33

A nigh on 20% spread isn't exactly encouraging selling though

[lombiff] 16/4/2010 21:36

I'm here, Boobly - you are not alone! I've got quite enough, so it's not me buying, but it seems like a reasonable place to park some funds - I still think worst case is cash payout at about 15p, so even if you have to wait a year, that's a 25% return from current 12p ask. Sure beats leaving it in the bank!! And we won't have to wait for a buyer or take a hit on MM spread - just wait for the cheque. It sounds so easy - I just can't bring myself to tie any more funds up here.

But notice that MMs are happy to take them off your hands for 11p and it doesn't move the price. There's either a buyer or MMs are happy to run a long position.

[boobly] 16/4/2010 15:34

Well , looks like Lloyds are leaving , that`s no surprise as they`ve been dumping their holdings in loads of small companies , question is , who`s been happy to take them at around 11p ?
As I said , looks like a comfortable enough `transfer` .
Talking to myself ! Can`t be many of us left in here !!

[boobly] 14/4/2010 10:28

Luckvince:.....The prices at which several of these large trades have been executed , with almost nil impact on the price , suggest to me that they may be arranged transfers . Who knows with this bloody enigma .

[boobly] 14/4/2010 10:01

Wondering if someone is quietly buying .
Wondering what the Directors did every day.
Wondering how six years work can be worthless .

[luckyvince] 14/4/2010 09:58

2 x 150k buys at the same time, that's just over £30k. So someone must be interested.

[mike111d] 09/4/2010 14:29

LOL, of course they are taking any monies due with them.

[orinocor] 09/4/2010 14:27

good news. It looks like the directors have been serving their notice period for the last 12 months. No big pays off due then from the remining cash in bank

[mike111d] 09/4/2010 14:12

Well there goes the first director.

[warwick69] 01/4/2010 17:19

the deals at 11.7 were sells as one was mine quite please to offload some at that price seeing how long it will likely take to get any movement out of wind up. Probably should be more patient but had a bit of a long wait here.

[boobly] 01/4/2010 16:15

Over 1% of the Company traded today :

Buys : 375631 @ 12/11.7p . v`s Sells : 18333 @ 11p .

.....and just a `Twitch` on the price .

There`s that `STENCH` again .

[liarspoker] 31/3/2010 11:05

I don't see the big deal apart from cashburn. There's a possibility that pipeline assets might still be sold so that price can be added onto cash. Obviously the longer due dilligence goes on for the more cash will get burned ( although as a non operating company cashburn will have slowed dramatically ).

So worse case scenario - we still get cash returned less obvious costs. Best case scenario - we get cash less costs PLUS a p or two extra for pipeline asset sale(s).

Still good upside imo.

Edit: Also fwiw never rely on broker notes for any company always doyr imo.

[mike111d] 31/3/2010 10:52

No connection whatsoever.

[boobly] 31/3/2010 10:51

Mike111D :......Are you in any way connected with Neuropharm or its Directors ?

[warwick69] 31/3/2010 10:45

9 Months wow, that would eat in to the cash crazy state of affairs, once again shareholders shafted seems to be the norm.

[mike111d] 31/3/2010 09:58

I am very sorry to read the news here this morning. Sadly and as suspected interested parties are looking to acquire specific pieces of IP from the administrator rather than acquire the company.

Warwick69, the timescales will vary depending upon related matters such as how long it takes to complete the sale including all the associated transfer documents for the IP etc. My most recent experience of observing a small and in this instance non listed company complete their voluntary winding up and distribution in species of the assets held was that it took about 9 months. These matters invariably take longer than you may imagine or would like them to take.

Once again, I am genuinely sorry that this is the end result.

[boobly] 31/3/2010 09:20

Edison Reports are always just expesive Bog paper .........
The CooP `s own brand much better quality .

[pelleeds1980] 31/3/2010 09:14

Remind me never to invest in pharma again, got shafted here and well down in VEC

[joeblogg2] 31/3/2010 09:05

Boobly, I agree. I hope the tech. is not sold to mates or for peanuts as it must have value after all the research...

[boobly] 31/3/2010 08:40

I am still VERY SUSPICIOUS about exactly what IS going on with , and within this business .

NOTHING smells in the least bit savoury about all this .

(eg : 100, 0000 @ 10.25 . Looks more like a Buy than a Sell .)

Clarification about the rights to the science , and how this will / should be held in escrow for the future (?) benefit of shareholders is urgently required .
As are details of the IMMEDIATE wind up of the business .

[joeblogg2] 31/3/2010 08:03

After all the cost probably have about 11p left over, and zilch for all the years of research:((

[themoneymonster2] 31/3/2010 08:01

How much cash per share will be handed out after costs etc?

[joeblogg2] 31/3/2010 07:57

I, and the biotechs I have invested in are cursed :(( Was hoping NPL-2008 would be given some sort of life by now but the longer this takes the less chance and lesser chnace of any value.