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 (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. 

RECOMMENDED ACQUISITION

of

QUANTUM PHARMA PLC

("Quantum" or the "Company")

by

CLINIGEN GROUP PLC

("Clinigen")

Results of Court Meeting and General Meeting

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 board of Quantum is pleased to announce that at the Court Meeting and the General Meeting convened in relation to the proposed Scheme and held earlier today all resolutions proposed, details of which are set out in the notices of each meeting contained in the scheme document dated 29 September 2017 (the "Scheme Document"), were passed by the requisite majorities and accordingly the Scheme was approved.

A summary of the voting results is set out below.

As at the date of the Court Meeting and General Meeting there were 169,117,640 Quantum Shares in issue.

Court Meeting

At the Court Meeting, a majority in number, representing over 75 per cent. in value, of Scheme Shareholders who voted (either in person or by proxy) on the poll, voted in favour of the Scheme and, accordingly, the resolution to approve the Scheme was duly passed on a poll vote. Details of the votes cast are as follows:

General Meeting

At the General Meeting, the special resolution as set out in the notice of General Meeting contained in the Scheme Document, to implement the Scheme and make amendments to the Articles in connection with the Scheme, was duly passed on a poll.

Details of the votes cast on the special resolution are as follows:

*Includes discretionary votes

**A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned. Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.

Next Steps and Expected Timetable

Completion of the Acquisition remains conditional on the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court's sanction of the Scheme and the delivery of a copy of the Court Order to the Registrar of Companies.

On the basis of the current timetable for the Scheme and subject to the Court sanction of the Scheme, the Scheme is expected to become Effective on 1 November 2017 (the "Effective Date"), the last day of dealings in, and for registration of transfers of, Quantum Shares will be 30 October 2017. At 7.00 a.m. on 2 November 2017, the admission of Quantum Shares to trading on AIM is expected to be cancelled.

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.

The expected timetable of principal events is set out below:

(1) 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) a copy of the Scheme Court Order is delivered to the Registrar of Companies. If any of the expected dates change, Quantum will give notice of any change by issuing an announcement through a Regulatory Information Service.

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 is not incorporated into, and does not form part of, this announcement.

Defined terms used but not defined in this announcement have the same meanings set out in the Scheme Document.

The Company remains in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements listed below continue to apply.

Enquiries/for further information:

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 +44 371 664 0300) 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 +44 371 664 0300 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 Proposals or their merits, 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 availability of the Offer, and 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 Offer 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 Offer 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, the Code and the Listing Rules 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 +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 Sections 3 and 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

END