14 Jun 2019 12:39
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE RUSSIAN FEDERATION, THE REPUBLIC OF IRELAND OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
14 June 2019
Diurnal Group plc
("Diurnal" or the "Company")
Result of General Meeting and Issue of Equity
Diurnal Group plc (AIM: DNL), the specialty pharmaceutical company targeting patient needs in chronic endocrine (hormonal) diseases, announces that at the General Meeting held earlier today in connection with the Company's Placing and Open Offer at a price of 26 pence per New Ordinary Share, details of which were announced on 28 May 2019, all Resolutions were duly passed.
As a consequence and conditional on, amongst other things, Admission, the Company has raised approximately £5.93 million (before expenses) in aggregate through the Placing and Open Offer.
Applications have been made to the London Stock Exchange for 22,806,502 New Ordinary Shares in aggregate (comprising 20,576,924 Placing Shares and 2,229,578 Open Offer Shares) to be admitted to trading on AIM. It is expected that EIS/VCT Admission of 2,190,945 EIS/VCT Shares will take place at 8.00 a.m. on 17 June 2019 and General Admission of 20,615,557 General Shares will take place at 8.00 a.m. on 18 June 2019. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Following EIS/VCT Admission, the Company's issued share capital will consist of 63,912,825 Ordinary Shares. There are no Ordinary Shares held in treasury. Therefore, in accordance with FCA's Disclosure Guidance and Transparency Rule 5.6.1, the Company confirms that as at 17 June 2019, the total number of voting rights in the Company will be 63,912,825. Between EIS/VCT Admission and General Admission, this figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
Following General Admission, the Company's issued share capital will consist of 84,528,382 Ordinary Shares. There are no Ordinary Shares held in treasury. Therefore, in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, the Company confirms that as at 18 June 2019, the total number of voting rights in the Company will be 84,528,382. Following General Admission, this figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
Defined terms used in this announcement have the same meanings as in the Company's announcement dated 28 May 2019.
For further information, please visit www.diurnal.co.uk or contact: | |
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Diurnal Group plc | +44 (0)20 3727 1000 |
Martin Whitaker, Chief Executive Officer |
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Richard Bungay, Chief Financial Officer |
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Panmure Gordon (UK) Limited (NOMAD and Joint Broker) | +44 (0) 20 7886 2500 |
Corporate Finance: Freddy Crossley, Emma Earl |
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Corporate Broking: James Stearns |
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Cantor Fitzgerald Europe (Joint Broker) | +44 (0)20 7894 7000 |
Corporate Finance: Philip Davies, William Goode, Michael Boot |
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Healthcare Equity Sales: Andrew Keith |
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FTI Consulting (Investor Relations) | +44 (0)20 3727 1000 |
Simon Conway |
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Victoria Foster Mitchell |
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Notes to Editors
About Diurnal Group plc
Founded in 2004, Diurnal is a UK-based specialty pharma company developing high quality products for the global market for the life-long treatment of chronic endocrine conditions, including Congenital Adrenal Hyperplasia and Adrenal Insufficiency. Its expertise and innovative research activities focus on circadian-based endocrinology to yield novel product candidates in the rare and chronic endocrine disease arena.
For further information about Diurnal, please visit www.diurnal.co.uk
IMPORTANT NOTICE
No action has been taken by the Company, Panmure Gordon, Cantor Fitzgerald or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.
No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE RUSSIAN FEDERATION, THE REPUBLIC OF IRELAND OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser, broker and joint bookrunner to the Company in relation to the Placing, the Open Offer, the EIS/VCT Admission and the General Admission and is not acting for any other persons in relation to the Placing, the EIS/VCT Admission and the General Admission. Panmure Gordon is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon, or for providing advice in relation to the contents of this announcement or any matter referred to in it. The responsibilities of Panmure Gordon as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.
Cantor Fitzgerald, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker and joint bookrunner to the Company in relation to the Placing, the Open Offer, the EIS/VCT Admission and the General Admission and is not acting for any other persons in relation to the Placing, the EIS/VCT Admission and the General Admission. Cantor Fitzgerald is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cantor Fitzgerald, or for providing advice in relation to the contents of this announcement or any matter referred to in it.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon, Cantor Fitzgerald or the Company or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "Representatives") as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decision to buy New Ordinary Shares in the Placing or the Open Offer must be made solely on the basis of publicly available information, which has not been independently verified by Panmure Gordon or Cantor Fitzgerald, and the Circular.
The price of Ordinary Shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.
The New Ordinary Shares will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.
This announcement may contain "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Company, Panmure Gordon, Cantor Fitzgerald or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The information in this announcement is subject to change without notice.