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 AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. 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.

21 April 2021

Diurnal Group plc

("Diurnal" or the "Company")

Result of Placing and Subscription,

Open Offer

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 Bookbuild announced earlier today, which was oversubscribed.

A total of 28,507,144 Placing Shares have been conditionally placed at the Issue Price of 70 pence per New Ordinary Share alongside a conditional subscription by certain Directors of the Company for 64,285 Subscription Shares, also at the Issue Price, to raise a total of approximately £20.0 million for the Company (before expenses).

The net proceeds of the Placing and Subscription of approximately £19.1 million receivable by the Company, will be used to progress the pivotal Phase 3 studies of Efmody® in the US through to registration in CAH (including a long-term follow-on study) and the continued support of the evolution of the Group's earlier stage pipeline.

A Circular to shareholders containing full details of the Capital Raising and convening the General Meeting is expected to be posted by 6.00 p.m. on 22 April 2021 and will also be available on the Company's website at the same time. Panmure Gordon (UK) Limited is acting as nominated adviser, sole broker and sole bookrunner to the Company.

Completion of the Placing, the Subscription and the Open Offer remains subject, inter alia, to the passing of the Resolutions at the General Meeting and Admission. It is expected that dealings in the New Ordinary Shares will commence on 11 May 2021. Assuming completion of the Placing and the Subscription and subscription for the Open Offer Shares in full, upon Admission, the Enlarged Share Capital is expected to be 169,761,150 Ordinary Shares. On this basis, the Placing Shares and Subscription Shares will represent approximately 16.8 per cent. of the Enlarged Share Capital.

Related Party Transaction

Certain Directors in the Company have subscribed for Subscription Shares in connection with the Capital Raising. In addition, IP Group (through IP2IPO and other subsidiaries and associates (together "IP Group")), a Substantial Shareholder in the Company has subscribed for Placing Shares in connection with the Placing. The number of Subscription Shares conditionally subscribed for by each Director pursuant to the Subscription and the number of Placing Shares conditionally subscribed for by the Substantial Shareholder pursuant to the Placing, and their resulting shareholding on Admission, are set out below:

 *assuming the Open Offer is fully subscribed

**Director nominated by IP Group

In addition to the above, Martin Whitaker intends to subscribe for 10,000 New Ordinary Shares pursuant to the Open Offer.

IP Group is a "Substantial Shareholder" in the Company for the purposes of the AIM Rules. Its conditional subscription for Placing Shares pursuant to the Placing as stated above and the conditional subscription for New Ordinary Shares by certain Directors pursuant to the Subscription (or Open Offer as the case may be), as stated above, will each be a related party transaction for the purposes of the AIM Rules. The Directors who are independent of the related party transaction, (being Richard Ross and Alan Raymond), 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 in the Placing and participation of certain Directors in the Capital Raising to be fair and reasonable insofar as Shareholders are concerned.

The capitalised terms used in this announcement have the same meanings as in the announcement published by the Company at approximately 7.00 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

Diurnal Group plc is a European, UK-headquartered, specialty pharmaceutical company dedicated to developing hormone therapeutics to aid lifelong treatment for rare and chronic endocrine conditions, including congenital adrenal hyperplasia, adrenal insufficiency, hypogonadism and hypothyroidism. 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, 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 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 sole broker to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and 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.

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 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 Capital Raising must be made solely on the basis of publicly available information, which has not been independently verified by Panmure Gordon, 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, 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.