DNL.L Regulatory News (DNL)

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

6 March 2020

Diurnal Group plc

("Diurnal" or the "Company")

Result of Placing and Notice of General Meeting

Diurnal Group plc (AIM: DNL), the specialty pharmaceutical company targeting patient needs in chronic endocrine (hormonal) diseases, is pleased to announce the completion of the Placing announced earlier today.

A total of 34,894,437 Placing Shares have been placed at the Placing Price of 32 pence per new Ordinary Share to raise a total of approximately £11.2 million for the Company (before expenses). The Placing Shares being issued represent approximately 40.2 per cent. of the issued ordinary share capital of the Company prior to the Placing. The Placing Price represents a discount of 4.5 per cent. to the Company's mid-market closing price as at 5 March 2020, being the last practicable day before the announcement of the Placing.

The net proceeds of the Placing of approximately £10.7 million receivable by the Company, will be used to progress the development and commercialisation of Diurnal's products.

A Circular to shareholders containing full details of the Placing and convening the General Meeting is expected to be posted by 6.00 p.m. on 9 March 2020 and will also be available on the Company's website at the same time. Panmure Gordon (UK) Limited is acting as nominated adviser and joint broker to the Company and Cantor Fitzgerald is acting as joint broker to the Company.

Martin Whitaker, CEO of Diurnal, stated on the successful Placing:

"We are delighted to have successfully completed this fundraise, despite the challenging market conditions. The monies raised will allow us to progress further our differentiated late-stage pipeline of drugs that seek to treat patients with diseases of cortisol deficiency, as we move forward with our vision to become a world-leading specialty pharma company in endocrinology. We would like to thank our new and existing shareholders for their support."

Completion of the Placing remains subject, inter alia, to the passing of the Resolutions at the General Meeting and to EIS/VCT Admission and General Admission. It is expected that dealings in the EIS/VCT Shares will commence on 26 March 2020, and dealings in the General Placing Shares will commence on 27 March 2020. Assuming completion of the Placing, upon General Admission, the Enlarged Share Capital is expected to be 121,620,424 Ordinary Shares. On this basis, the Placing Shares, will represent approximately 28.7 per cent. of the Enlarged Share Capital.

Related Party Transaction

IP Group have subscribed for Placing Shares in connection with the Placing. The number of Placing Shares conditionally subscribed for by IP Group pursuant to the Placing and their resulting shareholding on Admission, are set out below:

IP Group are "Substantial Shareholders" in the Company for the purposes of the AIM Rules. Their conditional subscription for Placing Shares pursuant to the Placing as stated above will be a related party transaction for the purposes of the AIM Rules. The Directors who are independent of the related party transaction, being Peter Allen, Richard Ross, John Goddard, Alan Raymond, Martin Whitaker and Richard Bungay having consulted with Panmure Gordon, the Company's nominated adviser for the purposes of the AIM Rules, consider the terms of the participation of IP Group plc in the Placing to be fair and reasonable insofar as Shareholders are concerned.

The timetable and the capitalised terms used in this announcement have the same meanings as in the announcement published by the Company at approximately 11.20 a.m. today unless otherwise stated.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR).

Notes to Editors

About Diurnal Group plc

Founded in 2004, Diurnal is a UK headquartered European 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 Placing Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the Placing 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 PLACING 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 and joint broker to the Company in relation to the Placing, 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 joint broker to the Company in relation to the Placing, 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 Placing Shares. Any investment decision to buy Placing Shares in the Placing 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 Placing 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.