CLIN.L Regulatory News (CLIN)

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

29 September 2017

RECOMMENDED ACQUISITION

for

Quantum Pharma Plc

("Quantum" or the "Company")

by

Clinigen Group plc

("Clinigen")

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Posting of Scheme Document

On 13 September 2017, the boards of Clinigen and Quantum announced that they had reached agreement on the terms of a recommended acquisition, pursuant to which Clinigen will acquire the entire issued and to be issued ordinary share capital of Quantum (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme").

The Boards of Quantum and Clinigen are pleased to announce that the scheme document in relation to the Acquisition (the "Scheme Document") is today being posted to Quantum Shareholders, containing, amongst other things, the full terms and conditions of the Acquisition, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Quantum Shareholders, together with the Forms of Proxy for the Meetings.

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in certain overseas jurisdictions) on Quantum's website at http://www.quantumpharmagroup.com up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of, this announcement.

Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become Effective, the Scheme must be approved by a majority in number of Quantum Shareholders representing at least 75 per cent. in value of the Quantum Shares held by the Quantum Shareholders present and voting and entitled to vote (either in person or by proxy) at the Court Meeting (voting at which shall be conducted by way of a poll). Implementation of the Scheme also requires the passing of the Special Resolution by the Quantum Shareholders at the General Meeting to be held immediately after the Court Meeting.

Notices convening the Court Meeting and the General Meeting for 2.00 p.m. and 2.15 p.m. respectively on 23 October 2017 (or as soon thereafter as the Court Meeting is concluded or adjourned) to be held at the offices of Muckle LLP, Time Central, 32 Gallowgate, Newcastle upon Tyne NE1 4BF, are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Quantum Shareholder opinion. Quantum Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received) as soon as possible.

Cancellation of admission of Quantum Shares to trading on AIM and re-registration

If the Scheme becomes Effective in accordance with its terms, it is currently expected that trading on AIM of Quantum Shares will be suspended at 7.00 a.m. on 31 October 2017 and subsequently cancelled from admission to trading on AIM at 7.00 a.m. on 2 November 2017. It is also intended that on, or shortly after, the Effective Date, Quantum will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006.

Timetable

The expected timetable of principal events for the implementation of the Scheme is set out below. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service.

All times shown in this document are London times unless otherwise stated.

(1) If the BLUE Form of Proxy for the Court Meeting is not received by 2.00 p.m. on 21 October 2017, it may be handed to the Chairman at the Court Meeting or Quantum's Registrar at any time before the taking of the poll and still be valid. However, the WHITE Form of Proxy for the General Meeting must be received by 2.15 p.m. on 21 October 2017 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. WHITE Forms of Proxy may NOT be handed to the Chairman of the General Meeting or Quantum's Registrar.

(2) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the day which is two Business Days immediately before the date fixed for the adjourned meeting.

(3) The General Meeting will commence at 2.15 p.m. on 23 October 2017 or, if later, as soon thereafter as the Court Meeting has been concluded or adjourned.

(4) The dates and times above are indicative only and will depend, inter alia, on the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the office copy of the Scheme Court Order is delivered to the Registrar of Companies. If any of the expected dates change, Quantum will give adequate notice of any change by issuing an announcement through a Regulatory Information Service.

END

Enquiries/for further information:

Important notices

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Quantum and for no-one else in relation to the Acquisition and the matters referred to in this Announcement 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 contents of this Announcement or the matters 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.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

The Acquisition is being made solely through the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. Quantum Shareholders are advised to read the Scheme Document carefully.

Overseas Shareholders

The availability of the Scheme and the consideration payable, including New Clinigen Shares issued pursuant to the Acquisition to persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements. It is the responsibility of each overseas Quantum Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

The Scheme Document has been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed in this Announcement may not be the same as that which would have been disclosed if the Scheme Document had been prepared in accordance with the laws of any other jurisdiction. The New Clinigen Shares to be issued pursuant to the Acquisition have not been, and will not be, registered under the relevant securities laws of any jurisdiction other than the United Kingdom. Accordingly, subject to certain exceptions, the New Clinigen Shares may not be offered, sold, resold or delivered directly or indirectly in or into a Restricted Jurisdiction or any other jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Clinigen regards as unduly onerous.

The release, publication or distribution of the Scheme Document and/or any accompanying documents in or into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK to vote their Quantum Shares with respect to the Scheme at the Meetings, or to appoint another person as proxy to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable 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. This Announcement and the Scheme Document and any accompanying documents have been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement and the Scheme Document had been prepared in accordance with the laws of jurisdictions outside of England.

Additional information for United States Shareholders

The Acquisition relates to the shares of an English company that is not registered under the US Securities Exchange Act of 1933 (the "US Exchange Act") and is being made by means of a scheme of arrangement provided for under English company law. 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 Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules under the US Exchange Act.

The New Clinigen Shares to be issued pursuant to the Scheme have not been, nor will they be, registered under the US Securities Act or under any relevant securities laws of any state, territory or other jurisdiction of the United States. The New Clinigen Shares to be issued to Scheme Shareholders pursuant to the Scheme are expected to be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof.

Securities to be issued to Quantum Shareholders pursuant to the Scheme generally should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities in the Scheme (other than "affiliates" as described in the paragraph below) may resell them without restriction under the US Securities Act

Under the US securities laws, persons who are or will be deemed to be an "affiliate" (within the meaning of the Securities Act) of Quantum or Clinigen may not resell New Clinigen Shares received pursuant to the Scheme in the United States without registration under the US Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. Persons who believe they may be affiliates of Quantum or Clinigen should consult their own legal advisers prior to any sale of securities received in the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the Securities Act afforded by section 3(a)(10) thereof, Quantum will advise the Court that its sanctioning of the Scheme will be relied upon by Clinigen as an approval of the Scheme following a hearing on its fairness to Quantum Shareholders, at which hearing all Quantum Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all Quantum Shareholders.

Cautionary note regarding forward - looking statements

This Announcement includes certain forward-looking statements with respect to the financial condition, results of operations and business of the Quantum Group, the Clinigen Group and/or the Enlarged Group and certain plans and objectives of the Boards of Quantum and Clinigen. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Boards of Quantum and/or Clinigen in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Quantum and Clinigen assume no obligation to update or correct the information contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

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 ordinary share for Clinigen or Quantum, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Clinigen or Quantum, as appropriate.

Publication on website and availability of hard copies

Pursuant to Rule 26 of the Code, a copy of this Announcement, the Scheme Document and other documents in connection with the Scheme will, subject to certain restrictions, be available for inspection on Clinigen's website at http://www.clinigengroup.com/disclaimer/form/1212/1211 and on Quantum's website at http://ir.quantumpharmagroup.com/content/investor/takeover_code.asp from the time the Scheme Document is published. The contents of the websites referred to in this Announcement are not incorporated into, and do not form part of, this Announcement.

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this Announcement. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be sent by the party which publishes it in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website publication, a hard copy of this Announcement will not be sent unless so requested, by contacting Capita Asset Services, PXS, 34 Beckenham, Kent BR3 4TU, or by telephone on 0871 664 0300 (from within the UK) or +44 371 664 0300 (from outside the UK). If requested, copies will be provided, free of charge, within two Business Days of the request.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the 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 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. 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 Quantum or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

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).

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 Takeover 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 +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.

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 Section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.