5 Jun 2008 10:59
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction (including the United States) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
5 June 2008
Premier Research Group plc ("Premier Research" or "the Company")
Court Approval of the Reduction of Capital
Further to the announcement on 3 June 2008 in relation to the making of the Scheme Court Order, the boards of Premier Research and Pegasus Bidco are pleased to announce that the Court has earlier today made the Reduction Court Order in connection with the recommended acquisition by Pegasus Bidco of all of the Premier Shares (other than the Excluded Shares) in the Company.
The Scheme will become effective upon the Reduction Court Order being delivered and registered with the Registrar of Companies for England and Wales, which is expected to occur on 6 June 2008. Provided the Reduction Court Order is so registered, a request has been made to the London Stock Exchange to cancel the admission to trading of the Premier Shares on AIM with effect from 7.00 a.m. on 6 June 2008.
In respect of the consideration due from Pegasus Bidco under the Scheme, cheques will be despatched (for certificated holdings) or payment will be made through CREST (for uncertificated holdings) by not later than 6.00 pm (London time) on 20 June 2008.
Terms defined in the Scheme Document dated 14 April 2008 have the same meanings in this announcement.
ENQUIRIES:
| Premier Research Group Plc | |
| Dr. Peter Fellner, Chairman | Tel: 0118 989 9312 |
| Pegasus Bidco Limited | |
| Richard Chapman | Tel: 0207 606 1000 |
| Evolution Securities Limited (financial adviser to Premier) | |
| Tim Worlledge Grant Schaffer | Tel: 0207 071 4300 |
| Rothschild (financial adviser to Bidco) | |
| Dr. Lynn Drummond Kevin Ramsden | Tel: 0207 280 5000 |
Evolution, which is authorised and regulated in the United Kingdom by the Financial Services Authority for designated investment business, is acting exclusively for Premier Research and no one else in connection with the Proposals and will not be responsible to anyone other than Premier Research for providing the protections afforded to clients of Evolution Securities Limited nor for providing advice in relation to the Proposals, the content of this announcement or any matter referred to herein.
Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority for designated investment business, is acting exclusively for Bidco and no one else in connection with the Proposals and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Proposals, the content of this announcement or any matter referred to herein.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Premier Research all "dealings" in any "relevant securities" of Premier Research (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Proposals lapse, are withdrawn, or upon the "offer period" otherwise ending. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Premier Research, they will be deemed to be a single person for the purposes of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Premier Research, by Bidco or Premier Research, or any of their respective "associates", must also be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies whose "dealings" in "relevant securities" should be disclosed, and the number of securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under FSMA 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0) 20 7236 7013.
The Bidco Directors accept responsibility for the information contained in this announcement relating to Bidco.. To the best of the knowledge and belief of the Bidco Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of that information.
The Premier Research Directors accept responsibility for the information contained in this announcement relating to Premier Research and the Premier Research Directors. To the best of the knowledge and belief of the Premier Research Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.