Offer Update

 

TIDMNPH 
 
RNS Number : 3387I 
Neuropharm Group PLC 
10 March 2010 
 

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| For immediate release              |                10 March 2010 | 
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                              Neuropharm Group plc 
                        ("Neuropharm" or the "Company") 
 
                                   Offer update 
 
Neuropharm Group plc (AIM: NPH), a speciality pharmaceutical company focused on 
neurodevelopmental disorders, today provides an update to shareholders on 
developments in relation to the proposed sale or merger of the Company. 
Neuropharm has been in discussions with a number of parties since it entered an 
offer period on 3 November 2009 and announced that it was pursuing a proposed 
sale or merger of the Company. The Company is continuing talks with a 
potentially interested party, which is in the advanced stages of due diligence, 
but no indicative offer has yet been received from that party. 
In light of continued uncertainty as to whether an offer will be made for 
Neuropharm and the costs associated with maintaining the quotation of the 
Company's securities on AIM and the continued operation of the business, the 
Board has resolved to explore a return of cash to shareholders.  This could be 
achieved by way of a proposal to shareholders for a members' voluntary 
liquidation of the AIM quoted company, Neuropharm Group plc, within the next two 
months and the potential realisation of value from the sale of Neuropharm 
Limited, the operating company, or the programmes in its portfolio. 
The Company is also taking the opportunity to update shareholders on the 
Company's cash position. The Company has significantly reduced its cash burn 
and, as at 31 December 2009, had unaudited cash, cash equivalents and money 
market investments of GBP6.18 million (30 June 2009: GBP7.04 million). 
A further update to shareholders will be provided in due course. 
 
For further information please contact: 
 
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| Neuropharm                             | + 44 (0) 1372  | 
|                                        | 371 171        | 
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| Robert Mansfield, Chief Executive      |                | 
| Officer                                |                | 
| Graham Yeatman, Chief Financial        |                | 
| Officer                                |                | 
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|                                        |                | 
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| Piper Jaffray Ltd.                     | + 44 (0) 20    | 
|                                        | 3142 8700      | 
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| Neil Mackison, Rupert Winckler         |                | 
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|                                        |                | 
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| Buchanan Communications                | + 44 (0) 20    | 
|                                        | 7466 5000      | 
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| Mark Court                             |                | 
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Notes to Editors: 
 
About Neuropharm 
Neuropharm is a speciality pharmaceutical company focused on the development of 
products for the treatment and management of neurodevelopmental disorders. 
Please visit www.neuropharm.co.uk for further information. 
 
Piper Jaffray, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for Neuropharm and for no-one else in 
connection with the matters referred to in this announcement and will not be 
responsible to anyone other than Neuropharm for providing the protections 
afforded to customers of Piper Jaffray nor for giving advice in relation to the 
matters referred to in this announcement. 
 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in 
1% or more of any class of "relevant securities" of Neuropharm, all "dealings" 
in any " relevant securities" of Neuropharm (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, lapses or is otherwise withdrawn or on which 
the "offer period" otherwise ends. If two or more persons act together pursuant 
to an agreement or understanding, whether formal or informal, to acquire an " 
interest" in "relevant securities" of Neuropharm, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Neuropharm by Neuropharm or by any of its "associates", must be 
disclosed by no later than 12.00 noon (London time) on the London business day 
following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
Rule 2.10 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the 
Company announces that it has 31,536,697 ordinary shares of 10 pence each in 
issue and admitted to trading on the AIM market of the London Stock Exchange 
plc. The International Securities Identification Number for the ordinary shares 
is GB00B1NPJJ01. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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