17 Feb 2010 07:14
| For immediate release | 17 February 2010 |
Minster Pharmaceuticals plc
("Minster" or the "Company")
Board Changes, Issue of Deferred Consideration Shares and
Cancellation of Listing
Minster Pharmaceuticals plc (AIM: MPM), the drug development company specialising in neurological and psychiatric disorders, announces that further to the announcement made earlier today confirming that the recommended cash offer by Proximagen Neuroscience Plc for the entire issued share capital of the Company (the "Offer") has now been declared unconditional in all respects, Kenneth Mulvany and James Hunter have been appointed to the board of directors.
In addition, the Company has received notice of the resignations with immediate effect of John Russell, Karl Keegan, Paul Sharpe, Argeris Karabelas and Robert Stubbs.
Kenneth Mulvany (aged 42) is a director of Proximagen Neuroscience Plc and Proximagen Limited. He has not been a director of any other companies in the last 5 years. There are no additional disclosures required to be made under Schedule 2(g) of the AIM Rules in respect of Mr. Mulvany.
James Douglas Hunter (aged 43) is a director of Proximagen Neuroscience Plc, Proximagen Limited and Cambridge Biotechnology Limited. He has not been a director of any other companies in the last 5 years. There are no additional disclosures required to be made under Schedule 2(g) of the AIM Rules in respect of Mr. Hunter.
Deferred Consideration Shares
In addition, as the Offer has been declared unconditional in all respects there has been a change of control for the purposes of the deferred consideration provisions of the share purchase agreement dated 27 January 2005 between the Company and the shareholders of BioPartners Limited (as amended by a deed of variation dated 2 March 2007) (the "BioPartners Agreement").
On account of this change of control, pursuant to the BioPartners Agreement, 12,899,993 ordinary shares in the Company have been allotted as deferred consideration shares. The ordinary shares will rank pari passu with the existing ordinary shares of the Company. Application has been made to the London Stock Exchange and it is anticipated that trading of the Ordinary Shares will commence on AIM at 8:00am on Monday 22 February 2010.
A letter will be sent to the recipients of these deferred consideration shares detailing how they can be accepted for the purposes of the Offer.
Cancellation of listing
As at 1:00 p.m. on 16 February 2010, Proximagen had received valid acceptances from Minster shareholders in respect of shares representing approximately 86.25 per cent. of the existing issued share capital of Minster and announced that it would look to procure the making of an application by Minster for the cancellation of admission to trading on AIM.
Minster has made an application to the London Stock Exchange for the cancellation of the admission to trading on AIM. It is anticipated that cancellation of the admission to trading on AIM will take effect on 18 March 2010, being the required notice period, such notice period having now commenced, of not less than 20 business days following the date of this announcement.
Cancellation of admission to trading of Minster's shares on AIM will significantly reduce the liquidity and marketability of all shares not assented to the Offer at that time and Minster shareholders should be aware that, because the AIM Rules will cease to apply to Minster following the cancellation of admission to trading of Minster's Shares on AIM, they will as a result, have more limited shareholder protections if they remain shareholders in Minster.
| Enquiries |
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| Minster Pharmaceuticals plc | Phone: +44 (0) 207 848 6938 |
| James Hunter |
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| Buchanan Communications | Phone: +44 (0) 20 7466 5000 |
| Mark Court |
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| Nomura Code Securities Limited (NOMAD) | Phone: +44 (0) 20 7776 1200 |
| Richard Potts, Giles Balleny |
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