Quantum Pharma PLC Court Sanction of the Scheme of Arrangement (1534V)

TIDMQP.

RNS Number : 1534V

Quantum Pharma PLC

31 October 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

31 October 2017

Recommended Acquisition

of

Quantum Pharma Plc

("Quantum" or the "Company")

by

Clinigen Group plc

("Clinigen")

Court Sanction of the Scheme of Arrangement (the "Scheme")

The Board of Quantum is pleased to announce that, at a hearing held earlier today, the recommended acquisition by Clinigen of the entire issued and to be issued ordinary share capital of Quantum (the "Acquisition"), to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006, was sanctioned by the Court.

Completion of the Acquisition remains conditional on delivery to the Registrar of Companies of a copy of the Court Order made at the Court Hearing to sanction the Scheme. Subject to such registration, the Scheme is expected to become effective on 1 November 2017 (the "Effective Date") and a further announcement will be made at that time.

The last day for dealings in, and for registrations of transfers, of Quantum Shares was 30 October 2017.

Following the Effective Date, share certificates in respect of Quantum Shares will cease to be valid and entitlements to Quantum Shares held within the CREST system will be cancelled.

It is expected that, subject to the Scheme becoming effective, the cancellation of trading of the Quantum Shares on AIM will take place at 7.00 a.m. on 2 November 2017.

General

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, in the investor section of Quantum's website at www.quantumpharmagroup.com and the investor section of Clinigen's website at www.clinigengroup.com. The content of these websites are not incorporated into, and do not form part of, this announcement.

Full details of the Acquisition are set out in the scheme document published on 29 September 2017. Defined terms used but not defined in this announcement have the same meanings set out in the Scheme Document dated 29 September 2017.

Enquiries/for further information:

 
 Quantum Pharma Plc                   (via N+1 Singer LLP) 
-----------------------------------  -------------------------------- 
 Clinigen Group plc                   Tel: [phone] 
-----------------------------------  -------------------------------- 
 N+1 Singer (Rule 3 Adviser           Tel. [phone] 
  to Quantum)                          3176 
  Sandy Fraser/James White/James 
  Hopton 
-----------------------------------  -------------------------------- 
 Numis (Financial adviser,            Tel: [phone] 
  Nominated Adviser and                1000 
  Joint Broker to Clinigen) 
  Michael Meade/James Black/Freddie 
  Barnfield 
-----------------------------------  -------------------------------- 
 RBC Capital Markets (Joint           Tel: [phone] 
  Broker to Clinigen)                  4000 
  Marcus Jackson/Elliot 
  Thomas/ Jack Wood 
-----------------------------------  -------------------------------- 
 Instinctif Partners (PR              Tel: [phone] 
  Adviser to Clinigen)                 2020 
  Adrian Duffield / Melanie            Email: [e-mail] 
  Toyne Sewell / Alex Shaw 
-----------------------------------  -------------------------------- 
 

Important Notices

N+1 Singer, which is authorised and regulated by the FCA, is acting exclusively for Quantum as its financial adviser for the purposes of Rule 3 of the Takeover Code and in relation to the Acquisition and other matters referred to in this document and is not acting for any other person in relation to such matters. N+1 Singer will not be responsible to anyone other than Quantum for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the content of this document or any matter or arrangement referred to herein.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Clinigen in relation to the Acquisition and other matters referred to in this Announcement and is not acting for any other person in relation to such matters. Numis will not be responsible to anyone other than Clinigen for providing the protections afforded to clients of Numis or for providing advice in relation to the contents of this Announcement or the matters referred to herein.

You may request a hard copy of this announcement or the Scheme document (and any information expressly incorporated by reference in this document) free of charge by contacting Capita Asset Services, PXS, 34 Beckenham, Kent BR3 4TU, on 0871 664 0300 (or, if calling from outside the UK, on [phone]) between 9.00 a.m. and 5.30 p.m. Monday to Friday (excluding bank or public holidays) or by submitting a request in writing to Capita Asset Services, PXS, 34 Beckenham, Kent BR3 4TU. Calls to the 0871 644 0300 number cost 12 pence per minute (excluding VAT) plus your service provider's network extras. Calls to [phone] from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that no advice on the Acquisition, nor any legal, taxation or financial advice, can be given. It is important that you note that unless you make such a request, a hard copy of this document and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Overseas Shareholders

The release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Acquisition is not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

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 the United Kingdom.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of Quantum 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) Quantum 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 Quantum 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 Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of Quantum or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Quantum 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) Quantum and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code 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 Quantum or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.

Opening Position Disclosures must also be made by Quantum and by any offeror and Dealing Disclosures must also be made by Quantum, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code). 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 www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Quantum Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Quantum Shareholders, persons with information rights and other relevant persons for the receipt of communications from Quantum may be provided to Clinigen during the Offer Period as required under Sections 3 and 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

This information is provided by RNS

The company news service from the London Stock Exchange

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October 31, 2017 12:13 ET (16:13 GMT)