20 Mar 2008 07:01
Pegasus Bidco Limited20 March 2008 Not for release, publication or distribution, in whole or in part, in or into orfrom any jurisdiction (including the United States) where to do so wouldconstitute a violation of the laws of such jurisdiction PEGASUS BIDCO LIMITED ("BIDCO") RECOMMENDED PROPOSALS FOR THE ACQUISITION OF PREMIER RESEARCH GROUP PLC ("PREMIER RESEARCH") TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER SECTION 425 OF THE COMPANIES ACT 1985 Summary • The Bidco Board and the Independent Directors of Premier Research are pleasedto announce that they have reached agreement on the terms of a recommendedacquisition by Bidco of the entire issued and to be issued ordinary sharecapital of Premier Research for 100 pence per Premier Research Share in cash. • The consideration of 100 pence in cash for each Premier Research Share valuesthe existing issued ordinary share capital of Premier Research at approximately£60.1 million (and approximately £60.5 million on a fully diluted basis) andrepresents a premium of approximately: • 38 per cent. to the Closing Price of 72.25 pence per Premier Research Shareon 14 March 2008, the last Business Day prior to the announcement that theCompany was in the final stages of agreeing an offer; and • 50 per cent. to the volume weighted average price per Premier Research Sharefor the 3 months prior to 18 March 2008. • Bidco is a newly incorporated company that has been formed on behalf of ECI8for the purposes of completing the Acquisition. Bidco will be indirectly ownedby funds managed by ECI (a UK-based private equity house), Indigo (a UK-basedfinance provider) and Management following completion of the Proposals. • The Proposals are to be effected by means of a scheme of arrangement undersection 425 of the 1985 Act. • The Independent Directors, who have been so advised by Evolution, considerthe terms of the Offer to be fair and reasonable. In providing its advice,Evolution has taken into account the Independent Directors' commercialassessments. Accordingly, the Independent Directors unanimously recommend thatPremier Research Shareholders vote in favour of the Proposals at the Meetings(or, in the event that the Offer is implemented by way of a takeover offer, toaccept or procure acceptance of the Offer). • Certain Shareholders have irrevocably undertaken tovote in favour of all the resolutions to be proposed at the Meetings in respectof, in aggregate, 23,109,587 Premier Research Shares, being approximately 38.4per cent. of the existing issued share capital of Premier Research. • Bidco has also received non-binding letters of intent to vote in favour ofall the resolutions to be proposed at the Meetings from certain otherShareholders in respect of 5,823,610 Premier Research Shares, representingapproximately 9.7 per cent. of the existing issued share capital of PremierResearch. • In addition, Mr Stephen Harris has irrevocably undertaken to vote in favourof all the resolutions to be proposed at the Meetings in respect of his ownbeneficial holding of Premier Research Shares amounting to 37,500 PremierResearch Shares, being approximately 0.06 per cent. of the existing issued sharecapital of Premier Research. The Chairman, Dr Peter Fellner, has no holding ofPremier Research Shares. • In aggregate, therefore, Bidco has received irrevocable undertakings andletters of intent to vote in favour of the Scheme in respect of 28,970,697Premier Research Shares, representing approximately 48.2 per cent. of theexisting issued share capital of Premier Research. Further details relating tothese irrevocable undertakings and letters of intent, including the conditionsto which they are subject, are set out in paragraph 5 and Appendix III of thisannouncement. • In addition, Bidco has agreed to acquire the PremierResearch Shares held by Management amounting to, in aggregate, 4,799,134 PremierResearch Shares representing approximately 7.9 per cent. of the existing issuedshare capital of Premier Research. The acquisitions are conditional on theScheme becoming effective. The Premier Research Shares which are the subject ofsuch agreement are outside of the Scheme. • The Proposals will be subject to, amongst other things, the sanction of theCourt and the approval of Premier Research Shareholders. The Scheme Document,setting out full details of the Proposals and the procedures to be followed byPremier Research Shareholders to approve the Scheme, together with the Forms ofProxy, will be posted to Premier Research Shareholders and, for informationonly, to participants in the Premier Research Share Scheme, as soon aspracticable and in any event within 28 days of this announcement unlessotherwise agreed with the Panel. • It is expected that the Scheme Document will be posted to Premier ResearchShareholders on or around 14 April 2008. The Court Meeting and the GM areexpected to be held on or around 7 May 2008 and, subject to the requisiteshareholder and Court approvals being obtained, it is expected that the Schemewill become effective on or around 6 June 2008. All dates in this announcementwhich relate to the implementation of the Scheme are subject to the approval ofthe Court and are therefore subject to change. Commenting on the Offer, Dr Peter Fellner, Chairman of Premier Research, said: "Premier Research came to the market in 2004 with the declared aim of building acompetitive, international CRO business through a buy and build strategy.However the recent difficult stock market conditions and the reducedavailability of debt funding currently prevent this strategy from beingeffectively pursued. The Board believes that it is important to continue tobroaden the Group's offering in order to maintain and grow its business, andtherefore believes that the proposal to take the Company private is in its bestinterests. Moreover, the price being offered of 100p per share represents a fairprice, at an attractive premium to the recent market price, at whichshareholders can exit." Commenting on the Offer, Richard Chapman, Director of ECI and Bidco, said: "We are delighted to have reached an agreement with the Independent Directors ofPremier Research. The area of the CRO industry that Premier Research is in isset to continue growing significantly at an estimated 10 per cent. p.a. thanksto the non-cyclical nature of demand for health care in general andpharmaceuticals in particular. We believe that with our support Premier Researchcan grow faster than the market through organic growth and by making furtheracquisitions." This summary should be read in conjunction with the full text of thisannouncement and the Appendices. The Proposals will be subject to the Conditionsset out in Appendix I to this announcement and to the further terms to be setout in the Scheme Document. Enquiries: Rothschild (financial adviser to Bidco)Dr. Lynn Drummond Tel: 0207 280 5000Kevin Ramsden Bidco LimitedRichard Chapman Tel: 0207 606 1000 Evolution Securities Limited (financial adviser toPremier Research)Tim Worlledge Tel: 0207 071 4300Grant Schaffer Premier Research Group PlcDr Peter Fellner Tel: 0118 989 9312 Rothschild, which is authorised and regulated in the United Kingdom by theFinancial Services Authority for designated investment business, is actingexclusively for Bidco and no one else in connection with the Proposals and willnot be responsible to anyone other than Bidco for providing the protectionsafforded to clients of Rothschild nor for providing advice in relation to theProposals, the content of this announcement or any matter referred to herein. The contents of this communication, which have been prepared by and are the soleresponsibility of ECI, have been approved by Rothschild solely for the purposesof section 21 of the FSMA 2000. Evolution, which is authorised and regulated in the United Kingdom by theFinancial Services Authority for designated investment business, is actingexclusively for Premier Research and no one else in connection with theProposals and will not be responsible to anyone other than Premier Research forproviding the protections afforded to clients of Evolution nor for providingadvice in relation to the Proposals, the content of this announcement or anymatter referred to herein. The full terms and conditions of the Scheme will be set out in the SchemeDocument. Premier Research Shareholders are advised to read carefully the formaldocumentation in relation to the Proposals once it has been despatched. Indeciding whether or not to approve the Scheme, Premier Research Shareholdersmust rely solely on the terms and conditions of the Proposals and theinformation contained, and the procedures described, in the Scheme Document. THIS ANNOUNCEMENT IS NOT INTENDED TO AND DOES NOT CONSTITUTE AN OFFER TO SELL,OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE, ANY SECURITIES OR THESOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANYSALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT INANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. The availability of the Offer and the release, publication or distribution ofthis announcement to persons who are not resident in the United Kingdom may beaffected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom should inform themselves of,and observe, any applicable requirements. Any failure to comply with suchapplicable requirements may constitute a violation of the securities laws of anysuch jurisdictions. This announcement has been prepared for the purpose ofcomplying with English law and the City Code and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws of jurisdictions outside the UK. In accordance with normal United Kingdom market practice and subject toapplicable regulatory requirements, Bidco or its nominees or its brokers (actingas agents) may from time to time make certain purchases of, or arrangements topurchase, Premier Research Shares outside the United States, other than pursuantto the Offer. These purchases may occur either in the open market at prevailingprices or in private transactions at negotiated prices. Any information aboutsuch purchases will be disclosed as required in the United Kingdom and underapplicable regulatory requirements. Appendix I sets out the Conditions to the implementation of the Proposals. Appendix II sets out the bases and sources of information from which thefinancial calculations used in this announcement have been derived. Appendix III contains certain details relating to the irrevocable undertakingsgiven by certain Shareholders and Stephen Harris, an Independent Director. Appendix IV contains the definitions of terms used in this announcement(including this summary). CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business of Premier Researchand certain plans and objectives of the Premier Research Board and the BidcoBoard with respect thereto. These forward-looking statements can be identifiedby the fact that they do not relate only to historical or current facts.Forward-looking statements often use words such as "anticipate", "target","expect", "estimate", "intend", "plan", "goal", "believe", "will", "may","should", "would", "could" or other words of similar meaning. These statementsare based on assumptions and assessments made by the Premier Research Board and/or the Bidco Board in light of their experience and their perception ofhistorical trends, current conditions, expected future developments and otherfactors they believe appropriate. By their nature, forward-looking statementsinvolve risk and uncertainty, because they relate to events and depend oncircumstances that will occur in the future and the factors described in thecontext of such forward-looking statements in this announcement could causeactual results and developments to differ materially from those expressed in orimplied by such forward-looking statements. Although Premier Research and Bidcobelieve that the expectations reflected in such forward-looking statements arereasonable, Premier Research and Bidco can give no assurance that suchexpectations will prove to have been correct and assume no obligation to updateor correct the information contained in this document and Premier Research andBidco therefore caution you not to place undue reliance on these forward-lookingstatements which speak only as at the date of this announcement. 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 "relevantsecurities" of Premier Research (including by means of an option in respect of,or a derivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the Business Day followingthe date of the relevant transaction. This requirement will continue until theProposals lapse, are withdrawn, or upon the "offer period" otherwise ending. Iftwo or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire an "interest" in "relevant securities" ofPremier Research, they will be deemed to be a single person for the purposes ofRule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Premier Research, by Bidco or Premier Research, or any of theirrespective "associates", must also be disclosed by no later than 12.00 noon(London time) on the Business Day following the date of the relevanttransaction. A disclosure table, giving details of the companies whose "dealings" in"relevant securities" should be disclosed, and the number of securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired 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 contactan independent financial adviser authorised under FSMA 2000, consult the Panel'swebsite 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 thisannouncement other than the information relating to ECI8, ECI, Indigo, IndigoL.P., Indigo Sarl, the Premier Research Group, the Premier Research Directors,their immediate families and related trusts and companies and the recommendationof the Independent Directors but including the statements expressed to beopinions of the Bidco Directors. To the best of the knowledge and belief of theBidco Directors (who have taken all reasonable care to ensure that such is thecase), the information contained in this announcement for which they areresponsible is in accordance with the facts and does not omit anything likely toaffect the import of that information. The members of the investment committee of ECI accept responsibility for theinformation contained in this announcement other than information relating toIndigo, Indigo L.P., Indigo Sarl, the Premier Research Group, the PremierResearch Directors, their immediate families and related trusts and companiesand the recommendation of the Independent Directors. To the best of theknowledge and belief of the members of the investment committee of ECI (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this document for which they are responsible is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation. The members of the investment committee of Indigo L.P. accept responsibility forthe information contained in this document relating to Indigo, Indigo L.P. andIndigo Sarl. To the best of the knowledge and belief of the members of theinvestment committee of Indigo L.P. (who have taken all reasonable care toensure that such is the case), the information contained in this document forwhich they are responsible is in accordance with the facts and does not omitanything likely to affect the import of such information. The Premier Research Directors accept responsibility for the informationcontained in this announcement relating to the Premier Research Group, thePremier Research Directors, their immediate families and related trusts andcompanies (other than the recommendation of the Offer by the IndependentDirectors, for which the Independent Directors only accept responsibility asspecified in the paragraph below). To the best of the knowledge and belief ofthe Premier Research Directors (who have taken all reasonable care to ensurethat such is the case), the information contained in this announcement for whichthey are responsible is in accordance with the facts and does not omit anythinglikely to affect the import of that information. The Independent Directors accept responsibility for the recommendation of theOffer. PREMIER RESEARCH SHARES IN ISSUE In accordance with Rule 2.10 of the City Code, Premier Research confirms that ithas 60,135,319 ordinary shares of 1 pence each in issue and admitted to tradingon AIM under the UK ISIN Code GB00B03XM769. Not for release, publication or distribution, in whole or in part, in or into orfrom any jurisdiction (including the United States) where to do so wouldconstitute a violation of the laws of such jurisdiction 20 March 2008 PEGASUS BIDCO LIMITED RECOMMENDED PROPOSALS FOR THE ACQUISITION OF PREMIER RESEARCH GROUP PLC TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER SECTION 425 OF THE COMPANIES ACT 1985 1. Introduction The Bidco Board and the Independent Directors of Premier Research are pleased toannounce that they have reached agreement on the terms of a recommendedacquisition by Bidco, a company specifically formed for the purpose of makingthe Offer, of the entire issued and to be issued ordinary share capital ofPremier Research. Under the terms of the Offer, Scheme Shareholders will be entitled to 100 pencein cash per Scheme Share. The Offer values each Premier Research Share at 100pence and the existing issued ordinary share capital of Premier Research atapproximately £60.1 million. The net debt of Premier Research, excludingdeferred consideration payable, as at 31 July 2007 was approximately £28.3million. The Independent Directors unanimously recommend that Premier ResearchShareholders vote in favour of the Proposals at the Meetings. 2. The Proposals It is intended that the Proposals will be implemented by means of a scheme ofarrangement under section 425 of the 1985 Act which will also involve areduction of capital under sections 135-138 of the 1985 Act. The Proposals willbe subject to the Conditions and further terms set out in Appendix I to thisannouncement and any further terms to be set out in the Scheme Document. If the Scheme and the Reduction of Capital become effective, the Scheme Shareswill be cancelled and, under the terms of the Offer, Scheme Shareholders on theregister of members at the Scheme Record Time will receive: for each Scheme Share 100 pence in cash The Offer values each Premier Research Share at 100 pence and the existingissued ordinary share capital of Premier Research at approximately £60.1 millionand represents a premium of approximately: • 38 per cent. to the Closing Price of 72.25 pence per PremierResearch Share on 14 March 2008, the last Business Day prior to the announcementthat the Company was in the final stages of agreeing an offer; and • 50 per cent. to the volume weighted average price Closing Price perPremier Research Share for the 3 months prior to 18 March 2008. Rothschild is satisfied that the necessary financial resources are available toBidco to enable it to satisfy the consideration due under the Offer in full. 3. Background to and reasons for the recommendation of the Offer Premier Research has developed a strong position in the international contractresearch industry, with a top 15 market position, over 850 staff and 30 officesin Europe and North America. Premier Research provides a wide range of late-stage clinical trial services,both on a local and international basis, to a broad base of pharmaceutical andbiotechnology customers. Premier Research has developed a strong reputation as a reliable serviceprovider in a number of key therapeutic areas, both through organic growth and aseries of strategic acquisitions which have expanded the Company's geographicreach and technical expertise. The Company was admitted to trading on AIM in December 2004. Since then its buyand build strategy has been the main driver behind its revenue growth, from £9.3million for the year ended 31 January 2005 to £41.8 million for the year ended31 January 2007. As indicated in the Premier Research trading updates on 30November 2007 and 28 February 2008, revenue for the year ending 31 January 2008is expected to be not less than consensus market forecasts. This acquisitionstrategy has been funded through equity issues and increased borrowings.However, the Premier Research Board believes that, notwithstanding its rapidgrowth, over the last four years, the Premier Research Group remains subscale inglobal terms and that it needs significantly more critical mass in order tocompete on an equal footing with the other global CROs. Indeed, they believethat there is a risk of losing market share and position if the Premier ResearchGroup does not continue to add to its product offering and geographic coverage. The Premier Research Board believes that there continue to be attractive globalacquisition opportunities which would enhance the market position and prospectsof the Premier Research Group. However, it also recognises that the decline inthe Company's share price since January 2007, the current adverse stock marketconditions, the increased debt levels and the greatly reduced availability ofdebt are likely to make it difficult for Premier Research, as a publicly tradedcompany, to take advantage of acquisition opportunities as they arise. For the reasons stated above, the Premier Research Directors therefore believethat the Company needs to seek an alternative form of funding rather thanrelying on the public equity markets in order to continue to compete in theworld markets. The Independent Directors believe that the backing and investmentof a strategic investor such as ECI can provide such financial backing andthereby assist the Company's pursuit of any attractive acquisition opportunitieswhich become available. In considering the terms of the Offer the Independent Directors have taken intoaccount a number of factors, including: • the Offer represents an opportunity for Shareholders to realise theirinvestment in Premier Research for cash at a level which might not be possiblein the current stock market conditions in the absence of the Offer; • the terms of the Offer represent a premium of approximately 38 percent. to the Closing Price per Premier Research Share on 14 March 2008, the lastBusiness Day prior to the announcement that the Company was in the final stagesof agreeing an offer, and a premium of 50 per cent. to the volume weightedaverage price per Premier Research Share for the 3 months prior to 18 March2008; • the consideration payable under the Offer represents a multiple ofapproximately 16.6x Premier Research's earnings per share for the year ended 31January 2007; • Bidco Group intends to work closely with the Company's managementteam in order to assist the Company in taking full advantage of future growthopportunities, including appropriate strategic acquisitions, a strategy whichwould be more difficult for Premier Research to replicate as a public company. The Independent Directors have also taken into consideration the fact that,although the Premier Research Group has a strong pipeline of business and itsorder backlog provides good visibility into 2008/09, the Premier Research Groupis dependent upon its customers adhering to previously indicated timelines forachieving its own revenue expectations. Moreover, as the business has grown, ithas developed an infrastructure with a large fixed cost element and, inconsequence, any future revenue shortfalls would have a disproportionate effecton the Premier Research Group's profitability. Until the Premier Research Groupachieves greater scale, its financial performance will continue to besusceptible to such revenue shortfalls. Taking all of the above factors into account, the Independent Directors believeit is in the best interests of Premier Research Shareholders and the Company forthe Proposals to be implemented and accordingly they unanimously recommend thatPremier Research Shareholders vote in favour of the Proposals at the Meetings. 4. Recommendation of the Offer The Independent Directors, who have been so advised by Evolution, consider theterms of the Proposals to be fair and reasonable. In providing its advice,Evolution has taken into account the Independent Directors' commercialassessments. Accordingly, the Independent Directors unanimously recommend thatPremier Research Shareholders vote in favour of the Proposals at the Meetings(or, in the event that the Offer is implemented by way of a takeover offer, toaccept or procure acceptance of the Offer). 5. Irrevocable Undertakings and Letters of intent Bidco has received irrevocable undertakings from certain Shareholders to vote infavour of the resolutions to be proposed at the Meetings in respect of, inaggregate, 23,109,587 Premier Research Shares, representing approximately 38.4per cent. of the existing issued share capital of Premier Research. Bidco has also received non-binding letters of intent from other certainShareholders to vote in favour of the resolutions to be proposed at the Meetingsin respect of, in aggregate, 5,823,610 Premier Research Shares, representingapproximately 9.7 per cent. of the existing issued share capital of PremierResearch. In addition, Mr Stephen Harris has irrevocably undertaken to vote in favour ofall the resolutions to be proposed at the Meetings in respect of his ownbeneficial holding of Premier Research Shares, amounting to 37,500 PremierResearch Shares, representing approximately 0.06 per cent. of the existingissued share capital of Premier Research. The Chairman, Dr Peter Fellner, has noholding of Premier Research Shares. In aggregate therefore, Bidco has received irrevocable undertakings and lettersof intent to vote in favour of the Scheme in respect of 28,970,697 PremierResearch Shares, representing approximately 48.2 per cent. of the existingissued share capital of Premier Research. Further details of the irrevocable undertakings and letters of intent are setout in Appendix III to this announcement. Management have irrevocably undertaken to Bidco to vote in favour of theresolutions at the GM (other than the resolution approving the ManagementArrangements referred to in paragraph 13 below, on which they are not entitledto vote) in respect of their entire beneficial shareholdings, amounting to4,799,134 Premier Research Shares in aggregate, representing approximately 7.9per cent. of the existing issued share capital of Premier Research. 6. Information on the Bidco Group Bidco Group The Bidco Group comprises four newly incorporated English companies, PegasusTopco Limited, Pegasus Midco 1 Limited, Pegasus Midco 2 Limited and PegasusBidco Limited (Pegasus Bidco Limited is referred to in this announcement asBidco), all established for the purposes of making the Offer. Followingcompletion of the Proposals, Bidco will be indirectly owned by funds managed byECI, Indigo and Management. Bidco is a wholly owned subsidiary of Pegasus Midco 2 Limited, which in turn isa wholly owned subsidiary of Pegasus Midco 1 Limited, which in turn is a whollyowned subsidiary of Pegasus Topco Limited which is currently wholly owned by anominee of ECI8. All four companies were incorporated in England on 25 January2008. Since their incorporation, none of these companies has traded or enteredinto any obligations other than to the extent necessary to make and finance theOffer. The current sole director of each of Topco, Midco 1, Midco 2 and Bidco isRichard Chapman and the registered office for all four companies is BrettenhamHouse, Lancaster Place, London WC2E 7EN. On the Effective Date, Simon Yaxley,Bernard Gallagher, Peter Kyle and Troy McCall will be appointed as additionaldirectors of Topco and Simon Yaxley and Peter Kyle will be appointed asadditional directors of each other company in the Bidco Group. ECI Established in 1976, ECI was one of the first private equity groups operating inthe UK. Since then, funds managed by ECI have invested in more than 250companies and ECI has established a successful track record of supportingbusinesses and their management teams as they implement their strategies forgrowth. ECI was established in London and operates from offices in London andManchester. Its principal place of business is Brettenham House, LancasterPlace, London WC2E 7EN. ECI8 ECI8 is a £258 million, 10-year limited life private equity fund which wasraised in 2005 and is managed by ECI. ECI8 invests primarily in established,mid-market businesses headquartered in the UK with typical enterprise values ofup to £150 million. ECI8 works closely and supportively with management teamsthroughout the investment period, adopting an active approach. While focusing onthe UK mid-market, ECI8 has a particular focus on businesses operating in highgrowth markets. Since 2005, ECI8 has funded the acquisition of 10 businesses with an aggregateenterprise value of £612 million. ECI8 has a record of supporting businesses byproviding substantial capital for their further growth. ECI8 currently has over£90 million by way of committed but unallocated funds which remain available forfuture investment, a proportion of which could be utilised in making follow oninvestment in Premier Research. Indigo Indigo is an independent mezzanine fund management business established in 1999by the former directors of Kleinwort Benson Mezzanine Capital, a unit within theLondon-based investment bank Dresdner Kleinwort Benson. Throughout its historydating back to 1990, the Indigo team has invested a total of approaching €1.1billion in 81 businesses. Indigo invests on a pan-European basis from offices inLondon and Paris. Its principal place of business is 25 Watling Street, London,EC4M 9BR. Indigo is currently investing its fifth managed fund, Indigo L.P., which is a€550 million limited partnership fund that began investing in July 2007 and hasto date invested a total of €75.5 million into three portfolio companies. 7. Information on Premier Research (General) Premier Research is a leading CRO quoted on AIM with operations in Europe andNorth America. The Company was founded in 2002, is based in Crowthorne, UK andemploys over 850 staff in 30 international offices. The Company provides a range of clinical outsourcing services, from trial designand feasibility assessments through to final study reports. Its services includededicated clinical sites, medical management and safety, medical writing, datamanagement, biostatistics, interactive voice response systems, regulatoryaffairs and quality assurance. The Company conducts its clinical researchprimarily in the areas of infectious diseases, oncology, paediatrics, analgesiaand central nervous system. Premier Research works with 15 of the world's top 20 pharmaceutical andbiotechnology companies, and the Company is experiencing strong demand forservices from both new and existing customers, now totalling over 240. Nocontract has accounted for more than 13 per cent. of revenues in any oneproforma year to date. The Company has continued implementing its strategy in the year ended 31 January2008, undertaking new management hires from major CROs, further strengtheningits sales teams and making two acquisitions. 8. Information on the Premier Research Group (Historical Financial Information) 6 Months to Year to Year to Year to 31 July 07 31 Jan 07 31 Jan 06 31 Jan 05 IFRS UK GAAP UK GAAP UK GAAP £000s £000s £000s £000sTurnover 25,441 41,829 16,453 9,282EBITDA 1,309 9,761 4,661 2,097 Operating profit 346 7,432 3,722 1,530 Profit/(Loss) on ordinary (443) 4,312 2,097 652activities before taxationEarning per share (pence) Basic (1.34) 6.01 3.12 1.31 Diluted (1.33) 5.99 3.11 -Net Assets 30,249 30,977 15,131 5,610Net Debt 28,339 18,522 9,978 3,144 The Premier Research Group has achieved significant revenue growth over the last3 years, driven primarily through its buy-and-build strategy. On 7 July 2006,the Company acquired Scirex LLC - an acquisition that contributed substantiallyto the growth in revenues during the year ended 31 January 2007. Following the integration of Scirex LLC, the management anticipated higherlevels of revenue in the first half of the year ended 31 January 2008. Itinvested in people and infrastructure to enable that additional business to besupported and delivered. This investment resulted in strong revenue growth whichhas continued through the second half of the year but caused a marked fall inEBITDA margin from 23 per cent. to 5 per cent. in the first half of the year. The Premier Research Group's debt position increased during the period ended 31January 2007 due to increased working capital requirements and, more recently,as a result of the acquisitions in July 2007 of ARS Inc. and D-TARGET for£18.5m, funded entirely by additional debt facilities. The higher level of working capital reflects both the increased scale and thechange in nature of the business, post the acquisition of Scirex LLC, as ittargets more phase three clinical trial business. This business is, typically,carried out over longer timescales and enjoys higher contract values, therebyrequiring a higher level of internal funding by the Premier Research Group. 9. Information on Premier Research (Current Trading and Prospects) The Premier Research Board remains confident of achieving the revenueexpectations that it had at the time of its last trading updates on 30 November2007 and 28 February 2008. The outlook for 2008/9 is also encouraging with a backlog of £53.8 million fordelivery in that period and a pipeline of prospective business. However, thetiming and certainty of conversion of this business into revenue remainsconditional upon its customers maintaining their drug development programmes. 10. Reasons for the Offer and future plans for Premier Research The Bidco Board believes the acquisition of Premier Research will provide itwith a solid investment platform from which to build a strong position in theexpanding pharmaceutical outsourcing sector. The Bidco Group intends to workclosely with the Company's management team in order to assist the Company intaking full advantage of future growth opportunities, including appropriatestrategic acquisitions. Following the completion of the Acquisition, the Bidco Group will assistManagement in actively developing the Company's growth platform, geographicalreach and technical capabilities. 11. Management and employees As stated above, Bidco's objective is to expand in the pharmaceuticaloutsourcing sector and generate revenue growth for Premier Research. Bidco hasgiven assurances to the Independent Directors that it will fully safeguard theexisting employment rights, including accrued pension rights of all employees ofPremier Research. The Independent Directors have undertaken to resign from the Premier ResearchBoard upon the Scheme becoming effective. The Independent Directors will have noentitlement to compensation on resignation save for accrued directors' fees andexpenses and payment in lieu of notice. 12. Management Arrangements The companies in the Bidco Group have entered into conditional bindingarrangements with Management who, on or after the Effective Date, will: (a) "roll over" a proportion of their Management Held Shares intoshares in Topco representing, in aggregate, approximately 6.3 per cent. of theissued ordinary share capital of Topco as at such date; (b) transfer to Bidco those Premier Research Shares which are issuedto them pursuant to their exercise of their Management Held Options immediatelyprior to the Scheme Record Time, in accordance with the terms of the PremierResearch Share Scheme; (c) subscribe for shares representing, in aggregate, approximately18.5 per cent. of the issued ordinary share capital of Topco as at such date;and (d) accept certain amendments to their existing service contracts withPremier Research. Further information on the arrangements between the Bidco Group and Managementwill be set out in the Scheme Document. The Management Held Shares and the Management Held Options shall not form partof the Scheme. However Management will be entitled to vote, in respect of theManagement Held Shares and those Management Held Options exercised at such time,on the resolutions proposed at the GM save for the Ordinary Resolution relatingto the Management Arrangements. 13. Independent Directors' recommendations and Independent Shareholders' approval of, the Management Arrangements The Offer will be subject to and conditional upon, inter alia, the approval bythe Independent Shareholders at the GM of the Management Arrangements referredto in paragraph 12 of this announcement. Evolution has advised the Independent Directors that the terms of the ManagementArrangements are fair and reasonable so far as the Independent Shareholders areconcerned. In providing its advice to the Independent Directors in relation toManagement Arrangements, Evolution has taken into account the commercialassessments of the Independent Directors. The Independent Directors, who have been so advised by Evolution, unanimouslyrecommend the Independent Shareholders to vote in favour of the OrdinaryResolution that will be put to them at the GM concerning the ManagementArrangements as Mr Stephen Harris has irrevocably undertaken to do in respect ofhis own beneficial holding of Premier Research Shares amounting to approximately0.06 per cent. of the existing issued share capital of Premier Research. 14. Premier Research Share Scheme The effects of the Scheme on subsisting options under the Premier Research ShareScheme are summarised below. There are currently options outstanding under thePremier Research Share Scheme over 1,243,167 Premier Research Shares, atexercise prices between 79p and £2.45. Of these, 341,667 have an exercise pricewhich is lower than the Offer. The implementation of the Scheme would enable alloutstanding options to be exercised. All Premier Research Shares issued on the exercise of options on or prior to theScheme Record Time will be subject to the terms of the Scheme. The Scheme will not extend to Premier Research Shares issued, including on theexercise of options, after the Scheme Record Time. However, an amendment to theArticles is to be proposed at the GM (details of which will be set out in thenotice of the GM) to the effect that Premier Research Shares issued on theexercise of options after the Scheme Record Time will automatically be acquiredby Bidco on the same terms as the Offer. In the event that outstanding options have not been exercised within six monthsof the date on which the Scheme becomes effective, such options will lapse andwill no longer be capable of being exercised. Where relevant, the terms of the Premier Research Share Scheme will be amended(subject to HMRC approval, where applicable) to facilitate the exercise ofoptions/awards conditional on the Court's sanction of the Scheme. 15. Financing the Offer The consideration payable under the Offer will be financed out of cash resourcesbeing made available to Bidco pursuant to: (a) equity and loan note subscription from ECI8; (b) senior debt finance facilities made available by the Banks; (c) mezzanine debt finance facilities made available by Indigo Sarl; (d) equity and loan note subscription from Management; and (e) equity subscription from Indigo L.P. and loan note subscription from Indigo Sarl. Further information on the financing of the Offer will be set out in the SchemeDocument. Rothschild is satisfied that the necessary financial resources are available toBidco to satisfy the Cash Consideration due under the Offer in full. Fullimplementation of the Proposals would result in a maximum consideration in cashof approximately £60.5 million being payable by Bidco to Premier ResearchShareholders (assuming exercise in full of all options "in the money" under thePremier Research Share Scheme and the partial roll over of Premier ResearchShares by Management). 16. Framework Agreement Premier Research and Bidco have entered into a Framework Agreement dated as ofthe date of this announcement, under the terms of which the parties have agreed,amongst other things, to co-operate to implement the Scheme. Details of theFramework Agreement will be set out in the Scheme Document. 17. Inducement Fee As part of the negotiations between Premier Research and Bidco on 19 March 2008,Premier Research and Bidco entered into an inducement fee agreement. Theinducement fee, which amounts to 1 per cent. of the value of the Offer (plus VATto the extent that it is fully recoverable by Premier Research), is payable toBidco if, in summary: (i) the Offer lapses or is withdrawn after a competingproposal is announced (under Rule 2.5 of the City Code) and subsequently made;(ii) the Independent Directors withdraw or adversely modify their recommendationof the Offer; (iii) a competing proposal is announced and that competingproposal is successful; (iv) the Independent Directors recommend a competingproposal; and (v) Premier Research, without Bidco's permission, takes any actionor proposes to Premier Research Shareholders any transaction which is withinRule 21 of the City Code in relation to the Offer. 18. Implementation of the Proposals (a) Process It is intended that the Proposals will be effected by means of the Scheme, theprovisions of which will be set out in full in the Scheme Document. The purposeof the Scheme, together with the proposed changes to the Articles, is to providefor Bidco to become the owner of the whole of the issued ordinary share capitalof Premier Research. The Scheme will provide for the cancellation of the SchemeShares, and the application of all or part of the reserve arising from suchcancellation in paying up in full the number of new Premier Research Shareswhich have an aggregate nominal value equal to the aggregate nominal value ofthe Premier Research Shares cancelled and issuing the same to Bidco. SchemeShareholders will then be entitled to receive the consideration on the basis setout in paragraph 2 above. The implementation of the Proposals is subject to the satisfaction or waiver ofall the Conditions and the further terms to be set out in the Scheme Document.In particular, the Scheme requires the approval of the Premier ResearchShareholders by the passing of a resolution at the Court Meeting. The resolutionmust be approved by a majority in number of those Scheme Shareholders presentand voting either in person or by proxy at the Court Meeting representing 75 percent. or more in value of all Scheme Shares voted. Implementation of theProposals will also require the passing of (i) special resolutions, requiringthe approval of Premier Research Shareholders representing at least 75 per cent.of the votes cast at the GM, and (ii) the Ordinary Resolution referred to inparagraph 13 above. Following the Meetings, the Scheme will only become effective following sanctionby the Court and delivery of the Scheme Court Order and the Reduction CourtOrder to the Registrar of Companies and, in relation to the Reduction CourtOrder, the registration of such order by the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all SchemeShareholders, irrespective of whether or not, being entitled to do so, theyattended or voted at the Court Meeting and/or the GM. As part of implementation of the Proposals, it is anticipated that applicationwill be made to the London Stock Exchange for the admission to trading on AIM ofthe Premier Research Shares to be cancelled immediately following the Schemebecoming effective and that Premier Research will be re-registered as a privatelimited company, as detailed in paragraph 19 below. (b) Anticipated Timetable Premier Research anticipates that: (i) it will despatch the Scheme Document toPremier Research Shareholders and, for information only, to holders of optionsgranted under the Premier Research Share Scheme within the next 28 days (or suchlater date as may be agreed with the Panel); (ii) the Court Meeting and GM willtake place on or around 7 May 2008; and (iii) subject to the Scheme becomingunconditional and effective in accordance with its terms, the Effective Datewill occur on or around 6 June 2008 with the Cash Consideration payable underthe Offer being no later than 14 days after the Effective Date. The timing ofevents which relate to the implementation of the Scheme are, however, subject tothe approval of the Court and therefore subject to change. A full anticipatedtimetable will be set out in the Scheme Document. 19. Suspension and cancellation of admission to trading on AIM of Premier Research Shares A request will be made to the London Stock Exchange for the admission to tradingin Premier Research Shares on AIM to be: (i) suspended with effect from theBusiness Day prior to the Scheme Court Hearing and (ii) cancelled with effectfrom 7.30 a.m. on the Effective Date. No transfers of Premier Research Shareswill be registered after cancellation has taken place. On the Effective Date,share certificates in respect of Premier Research Shares will cease to be valid.In addition, on the Effective Date, entitlements to Scheme Shares held withinthe CREST system will be cancelled. Following the Effective Date, it is intendedthat Premier Research will be re-registered as a private limited company. 20. Overseas Shareholders Premier Research Shareholders who have registered addresses in or who areresident in, or who are citizens of, countries other than the UK should consulttheir independent professional advisers as to whether they require anygovernmental or other consents or need to observe any other formalities toenable them to participate in the Offer. If a Premier Research Shareholder is inany doubt as to his eligibility to participate in the Offer, he should contacthis independent professional adviser immediately. The availability of the Offer to persons resident in, or citizens of,jurisdictions outside the United Kingdom may be affected by the laws of therelevant jurisdictions. Persons who are not resident in the United Kingdomshould inform themselves about and observe any applicable requirements. It isthe responsibility of each of the Premier Research Shareholders who are notresident in the UK to satisfy themselves as to the full observance of the lawsof the relevant jurisdiction in connection therewith, including the obtaining ofany governmental exchange control or other consents which may be required orcompliance with other necessary formalities which are required to be observedand the payment of any issue, transfer or other taxes due in such jurisdiction.Any failure to comply with such applicable requirements may constitute aviolation of the securities laws of any such jurisdictions. This announcement has been prepared for the purposes of complying with Englishlaw and the City Code and the information disclosed may be different from thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside England. 21. 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 "relevantsecurities" of Premier Research (including by means of an option in respect of,or a derivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the Business Day followingthe date of the relevant transaction. This requirement will continue until theEffective Date of the Scheme (or such later date(s) as the Panel may specify).If two or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire an "interest" in "relevant securities" ofPremier Research, they will be deemed to be a single person for the purpose ofRule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Premier Research by Bidco or Premier Research, or any of theirrespective "associates", must also be disclosed by no later than 12.00 noon(London time) on the Business Day following the date of the relevanttransaction. A disclosure table, giving details of the companies whose "relevant securities"and "dealings" should be disclosed, and the number of securities in issue, canbe found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired 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 contactan independent financial adviser authorised under FSMA 2000, consult the Panel'swebsite at www.thetakeoverpanel.org.uk or contact the Panel on telephone number+44 (0) 20 7638 0129; fax number +44 (0) 20 7236 7013. 22. Disclosure of Interests Save with regard to the Management Held Shares and Management Held Options (asdetailed in Appendix II), neither Bidco (nor any of its directors) nor, so faras Bidco is aware, any person acting in concert with Bidco, owns or controls anyPremier Research Shares or any securities convertible or exchangeable intoPremier Research Shares or any rights to subscribe for or purchase the same, orholds any options (including traded options) in respect of, or has any option toacquire, any Premier Research Shares or has entered into any derivativesreferenced to Premier Research Shares ("Relevant Securities") which remainoutstanding, nor does any such person hold any short positions in relation toRelevant Securities (whether conditional or absolute and whether in the money orotherwise) including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to purchaseor take delivery, nor does any such person have any arrangement in relation toRelevant Securities. For these purposes, "arrangement" includes any indemnity oroption arrangement, any agreement or understanding, formal or informal, ofwhatever nature, relating to Relevant Securities which may be an inducement todeal or refrain from dealing in such securities. In view of the requirement for confidentiality and therefore the availability toBidco of all relevant persons who are presumed to be acting in concert withBidco to provide information, Bidco has not made any enquiries in this respectof certain parties who may be deemed by the Panel to be acting in concert withit for the purposes of the Proposals. Any such additional interest(s) or dealing(s) will be discussed with the Panel and, if appropriate, will be disclosed inthe Scheme Document or announced if requested by the Panel. 23. General The Offer will be subject to the requirements of the City Code and will be onthe terms and subject to the Conditions set out in Appendix I to thisannouncement and to be set out in the Scheme Document. The Scheme Document willinclude full details of the Scheme, together with notices of the Court Meetingand the GM and the expected timetable. It will be accompanied by Forms of Proxyfor the Meetings. In deciding whether or not to vote in favour of the Scheme in respect of theirPremier Research Shares, Premier Research Shareholders should rely on theinformation contained in, and follow the procedures described in, the SchemeDocument and the Forms of Proxy. As at 7.00 a.m. (London time) on 19 March 2008, Premier Research had 60,135,319ordinary shares of 1 pence in issue (ISIN number GB00B03XM769). 24. Appendices Appendix I sets out the Conditions to the implementation of the Proposals. Appendix II sets out the bases and sources of information from which thefinancial calculations used in this announcement have been derived. Appendix III contains certain details relating to the irrevocable undertakingsgiven by certain Shareholders and Stephen Harris, an Independent Director. Appendix IV contains the definitions of terms used in this announcement(including this summary). Enquiries: Rothschild (financial adviser to Bidco)Dr. Lynn Drummond Tel: 0207 280 5000Kevin Ramsden BidcoRichard Chapman Tel: 0207 606 1000 Evolution (financial adviser to Premier Research)Tim Worlledge Tel: 0207 071 4300Grant Schaffer Premier Research Group PlcPeter Fellner Tel: 0118 989 9312 Rothschild, which is authorised and regulated in the United Kingdom by theFinancial Services Authority for designated investment business, is actingexclusively for Bidco and no one else in connection with the Proposals and willnot be responsible to anyone other than Bidco for providing the protectionsafforded to clients of Rothschild nor for providing advice in relation to theProposals, the content of this announcement or any matter referred to herein. The contents of this communication, which have been prepared by and are the soleresponsibility of ECI, have been approved by Rothschild solely for the purposesof section 21 of the FSMA 2000. Evolution, which is authorised and regulated in the United Kingdom by theFinancial Services Authority for designated investment business, is actingexclusively for Premier Research and no one else in connection with theProposals and will not be responsible to anyone other than Premier Research forproviding the protections afforded to clients of Evolution nor for providingadvice in relation to the Proposals, the content of this announcement or anymatter referred to herein. The full terms and conditions of the Scheme will be set out in the SchemeDocument. Premier Research Shareholders are advised to read carefully the formaldocumentation in relation to the Proposals once it has been despatched. Indeciding whether or not to approve the Scheme, Premier Research Shareholdersmust rely solely on the terms and conditions of the Proposals and theinformation contained, and the procedures described, in the Scheme Document. THIS ANNOUNCEMENT IS NOT INTENDED TO AND DOES NOT CONSTITUTE AN OFFER TO SELL,OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE, ANY SECURITIES OR THESOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANYSALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT INANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. The availability of the Offer and the release, publication or distribution ofthis announcement to persons who are not resident in the United Kingdom may beaffected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom should inform themselves of,and observe, any applicable requirements. Any failure to comply with suchapplicable requirements may constitute a violation of the securities laws of anysuch jurisdictions. This announcement has been prepared for the purpose ofcomplying with English law and the City Code and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws of jurisdictions outside England. In accordance with normal United Kingdom market practice and subject toapplicable regulatory requirements, Bidco or its nominees or its brokers (actingas agents) may from time to time make certain purchases of, or arrangements topurchase, Premier Research Shares outside the United States, other than pursuantto the Offer. These purchases may occur either in the open market at prevailingprices or in private transactions at negotiated prices. Any information aboutsuch purchases will be disclosed as required in the United Kingdom and underapplicable regulatory requirements. Appendix I sets out the Conditions to the implementation of the Proposals. Appendix II sets out the bases and sources of information from which thefinancial calculations used in this announcement have been derived. Appendix III contains certain details relating to the irrevocable undertakingsgiven by certain Shareholders and Stephen Harris, an Independent Director. Appendix IV contains the definitions of terms used in this announcement(including this summary). CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business of Premier Researchand certain plans and objectives of the Premier Research Board and Bidco withrespect thereto. These forward-looking statements can be identified by the factthat they do not relate only to historical or current facts. Forward-lookingstatements often use words such as "anticipate", "target", "expect", "estimate","intend", "plan", "goal", "believe", "will", "may", "should", "would", "could"or other words of similar meaning. These statements are based on assumptions andassessments made by the boards of Premier Research and/or Bidco in light oftheir experience and their perception of historical trends, current conditions,expected future developments and other factors they believe appropriate. Bytheir nature, forward-looking statements involve risk and uncertainty, becausethey relate to events and depend on circumstances that will occur in the futureand the factors described in the context of such forward-looking statements inthis announcement could cause actual results and developments to differmaterially from those expressed in or implied by such forward-lookingstatements. Although Premier Research and Bidco believe that the expectationsreflected in such forward-looking statements are reasonable, Premier Researchand Bidco can give no assurance that such expectations will prove to have beencorrect and assume no obligation to update or correct the information containedin this document and Premier Research and Bidco therefore caution you not toplace undue reliance on these forward-looking statements which speak only as atthe date of this announcement. The Bidco Directors accept responsibility for the information contained in thisannouncement other than the information relating to ECI8, ECI, Indigo, IndigoL.P., Indigo Sarl, the Premier Research Group, the Premier Research Directors,their immediate families and related trusts and companies and the recommendationof the Independent Directors but including the statements expressed to beopinions of the Bidco Directors. To the best of the knowledge and belief of theBidco Directors (who have taken all reasonable care to ensure that such is thecase), the information contained in this announcement for which they areresponsible is in accordance with the facts and does not omit anything likely toaffect the import of that information. The members of the investment committee of ECI accept responsibility for theinformation contained in this announcement other than information relating toIndigo, Indigo L.P., Indigo Sarl, the Premier Research Group, the PremierResearch Directors, their immediate families and related trusts and companiesand the recommendation of the Independent Directors. To the best of theknowledge and belief of the members of the investment committee of ECI (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this document for which they are responsible is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation. The members of the investment committee of Indigo L.P. accept responsibility forthe information contained in this document relating to Indigo, Indigo Sarl andIndigo L.P. To the best of the knowledge and belief of the members of theinvestment committee of Indigo L.P. (who have taken all reasonable care toensure that such is the case), the information contained in this document forwhich they are responsible is in accordance with the facts and does not omitanything likely to affect the import of such information. The Premier Research Directors accept responsibility for the informationcontained in this announcement relating to the Premier Research Group, thePremier Research Directors, their immediate families and related trusts andcompanies (other than the recommendation of the Offer by the IndependentDirectors, for which the Independent Directors only accept responsibility asspecified in the paragraph below). To the best of the knowledge and belief ofthe Premier Research Directors (who have taken all reasonable care to ensurethat such is the case), the information contained in this announcement for whichthey are responsible is in accordance with the facts and does not omit anythinglikely to affect the import of that information. The Independent Directors accept responsibility for the recommendation of theOffer. PREMIER RESEARCH SHARES IN ISSUE In accordance with Rule 2.10 of the City Code, Premier Research confirms that ithas 60,135,319 ordinary shares of 1 pence each in issue and admitted to tradingon AIM under the UK ISIN Code GB00B03XM769. Appendix I CONDITIONS TO IMPLEMENTATION OF THE SCHEME AND THE OFFER The Proposals are conditional upon the Scheme becoming unconditional andbecoming effective, subject to the City Code, by not later than 6 months afterthe date on which the Scheme Document is posted or such later date, if any, asBidco and Premier Research may agree and the Panel and (if required) the Courtmay allow. The Proposals are subject to English law, the jurisdiction of theEnglish Courts and the terms and conditions set out in this announcement and inthe Scheme Document. 1. Conditions of the Scheme The Scheme will be conditional upon: (i) approval of the Scheme by a majority in number representing 75per cent. or more in value of the Scheme Shareholders who are present andvoting, either in person or by proxy, at the Court Meeting or at any adjournmentof that Meeting; (ii) the resolutions as set out in the notice of the GM (including theOrdinary Resolution relating to Management Arrangements) being duly passed bythe requisite majority or majorities at the GM or at any adjournment of thatMeeting; and (iii) the sanction (with or without modification (but subject to suchmodification being acceptable to Premier Research and Bidco)) of the Scheme andthe confirmation of the Reduction of Capital by the Court, an office copy ofeach of the Court Orders and of the minute confirming the Reduction of Capitalbeing delivered for registration to the Registrar of Companies and, in the caseof the Court Order confirming the Reduction of Capital, registration of suchCourt Order by him. 2. Conditions of the Acquisition Premier Research and Bidco have agreed that, subject as stated in paragraph 4below, the Scheme will also be conditional upon, and accordingly the necessaryactions to make the Scheme become effective will only be taken upon, thefollowing Conditions (as amended, if appropriate) being satisfied or waived: (a) no government or governmental, quasi-governmental,supranational, statutory, regulatory or investigative body, authority, court,trade agency, association or institution or professional or environmental bodyor any other similar person or body whatsoever in any relevant jurisdiction(each a "Relevant Authority") having decided to take, institute, implement orthreaten any action, proceedings, suit, investigation, enquiry or reference orhaving required any action to be taken or information to be provided orotherwise having done anything or having made, proposed or enacted any statute,regulation, order or decision or having done anything which would or mightreasonably be expected to (in any case to an extent which is material in thecontext of the Wider Premier Research Group taken as a whole or in the contextof the Proposals): (i) make the Proposals or their implementation, or theacquisition or the proposed acquisition by Bidco of any shares or othersecurities in, or control of, Premier Research or any member of the WiderPremier Research Group void, illegal and/or unenforceable in any jurisdiction,or otherwise, directly or indirectly, materially restrain, prohibit, restrict,prevent or delay the same or impose additional conditions or financial or otherobligations with respect thereto, or otherwise materially challenge or interferewith or require material amendment of the Proposals; (ii) impose any material limit on the ability of any memberof the Bidco Group or any member of the Wider Premier Research Group to conductall or any part of their respective businesses or to own or control any of theirrespective assets or properties or any part thereof or to require, prevent ordelay the divestiture (or alter the terms of any proposed divestiture) by anymember of the Bidco Group or by any member of the Wider Premier Research Groupof all or any part of their respective businesses, assets or properties; (iii) impose any material limitation on, or result in anymaterial delay in, the ability of any member of the Bidco Group or any member ofthe Wider Premier Research Group to acquire, hold or exercise effectively,directly or indirectly, all or any rights of ownership of Premier ResearchShares or any shares or securities convertible into Premier Research Shares orto exercise voting or management control over any member of the Wider PremierResearch Group or on the ability of any member of the Wider Premier ResearchGroup to hold or exercise effectively, directly or indirectly, all or any rightsof ownership of shares or other securities (or the equivalent) in, or toexercise management control over, any other member of the Wider Premier ResearchGroup which is material in the context of the Wider Premier Research Group takenas a whole; (iv) require any member of the Bidco Group and/or of theWider Premier Research Group to acquire or offer to acquire or repay any sharesor other securities in and/or indebtedness of any member of the Wider PremierResearch Group or any asset owned by any third party (other than in theimplementation of the Scheme); (v) require, prevent or materially delay a divestiture byany member of the Bidco Group of any shares or other securities (or theequivalent) in any member of the Wider Premier Research Group; (vi) result in any member of the Wider Premier ResearchGroup ceasing to be able to carry on business under any name under which itpresently carries on business; (vii) impose any material limitation on the ability of anymember of the Bidco Group and/or of the Wider Premier Research Group tointegrate or co-ordinate its business, or any material part of it, with thebusiness of any member of the Wider Premier Research Group or of the BidcoGroup, respectively; or (viii)otherwise materially adversely affect any or all of thebusinesses, assets, financial or trading position, profits or prospects of anymember of the Wider Premier Research Group, and all applicable waiting and other time periods during which any RelevantAuthority could institute, implement or thereafter take any such action,proceedings, suit, investigation, enquiry or reference or otherwise interveneunder the laws of any relevant jurisdiction having expired, lapsed or beenterminated; (b) all authorisations, orders, grants, recognitions,confirmations, licences, certificates, consents, clearances, permissions andapprovals ("authorisations") reasonably deemed necessary or appropriate by Bidcoin any jurisdiction for or in respect of the Proposals or the acquisition orproposed acquisition by Bidco of any shares or other securities in, or controlof, Premier Research or the carrying on by any member of the Wider PremierResearch Group of its business or in relation to the affairs of any member ofthe Wider Premier Research Group having been obtained in terms and in a formreasonably satisfactory to Bidco from all appropriate Relevant Authorities or(without prejudice to the generality of the foregoing) from any persons orbodies with whom any member of the Wider Premier Research Group has entered intocontractual arrangements and all such authorisations remaining in full force andeffect and all filings necessary for such purpose having been made and therebeing no notice or intimation of any intention to revoke, suspend, restrict oramend or not to renew the same at the Effective Date and all necessary filingsand applications having been made and all necessary waiting and other timeperiods (including any extensions thereof) under any applicable legislation orregulations of any relevant jurisdiction having expired, lapsed or beenterminated and all statutory or regulatory obligations in any relevantjurisdiction having been complied with in each case as may be necessary inconnection with the Proposals and their implementation or the acquisition orproposed acquisition by Bidco of any shares or other securities in, or controlof, Premier Research or any member of the Wider Premier Research Group; (c) except as Disclosed, there being no provision of anyarrangement, agreement, licence, permit, franchise or other instrument to whichany member of the Wider Premier Research Group is a party or by or to which anysuch member or any of its respective assets is or are or may be bound, entitledor subject or any circumstance which, in consequence of the making of the Offeror implementation of the Proposals or the proposed acquisition of any shares orother securities in, or control of, Premier Research by Bidco or because of achange in the control or management of Premier Research or otherwise, would orcould reasonably be expected to result in (to an extent which is material in thecontext of the Wider Premier Research Group taken as a whole): (i) any indebtedness or liabilities (actual or contingent)of, or any grant available to, any member of the Wider Premier Research Group(which is not already repayable on demand) being or becoming repayable orcapable of being declared repayable immediately or prior to its stated maturityor the ability of any such member to borrow monies or incur any indebtednessbeing withdrawn or inhibited or capable of being withdrawn or inhibited; (ii) the creation or enforcement of any mortgage, charge orother security interest over the whole or any part of the business, property,assets or interests of any member of the Wider Premier Research Group or anysuch security (whenever created, arising or having arisen) being enforced orbecoming enforceable; (iii) any member of the Wider Premier Research Group ceasingto be able to carry on business under any name under which it presently does so; (iv) any such arrangement, agreement, licence, permit,franchise or other instrument, or any right, liability, obligation, interest orbusiness of any member of the Wider Premier Research Group thereunder (or anyarrangement, agreement, licence, permit, franchise or other instrument relatingto any such right, liability, obligation, interest or business) or the interestsor business of any such member in or with any other person, firm, company orbody being or becoming capable of being terminated or adversely modified oradversely affected or any adverse action being taken or any onerous obligationor liability arising thereunder; (v) any asset or interest of, or any asset the use of whichis enjoyed by any member of the Wider Premier Research Group, being or fallingto be disposed of or charged (otherwise than in the ordinary course of business)or ceasing to be available to any member of the Wider Premier Research Group orany right arising under which any such asset or interest would or mightreasonably be expected to be required to be disposed of or charged or would ormight reasonably be expected to be available to any member of the Wider PremierResearch Group otherwise than in the ordinary course of business; (vi) the value or financial or trading position or prospectsof any member of the Wider Premier Research Group being prejudiced or materiallyadversely affected in a manner which would be material in the context of theWider Premier Research Group taken as a whole; (vii) the creation of any material liability, actual orcontingent, by any member of the Wider Premier Research Group other than in theordinary course of trading; or (viii)any liability of any member of the Wider PremierResearch Group to make any severance, termination, bonus or other payment to anyof its directors or other officers, and no event having occurred which, under any provision of any such arrangement,agreement, licence, permit, franchise or other instrument to which any member ofthe Wider Premier Research Group is a party or by or to which any such member orany of its assets may be bound, entitled or subject, might reasonably beexpected to result in any of the events referred to in this paragraph (c) to anextent which is material in the context of the Wider Premier Research Grouptaken as a whole; (d) since 31 January 2007 and except as Disclosed, no memberof the Wider Premier Research Group having: (i) issued or agreed to issue or authorised or proposedthe issue of additional shares or securities of any class, or securitiesconvertible into or exchangeable for shares, or rights, warrants or options tosubscribe for or acquire any such shares, securities or convertible securities(save for options as Disclosed to Bidco granted under the Premier Research ShareScheme before 14 March 2008 or the issue of any Premier Research Shares allottedupon the exercise of options granted before 14 March 2008 under the PremierResearch Share Scheme); (ii) recommended, declared, made or paid or proposed torecommend, declare, make or pay any bonus, dividend or other distribution,whether payable in cash or otherwise; (iii) effected, authorised, proposed or announced itsintention to propose any merger, demerger, reconstruction, arrangement,amalgamation, commitment or scheme or any material acquisition, disposal ortransfer of assets or shares (other than in the ordinary course of business) orany right, title or interest in any assets or shares or other transaction orarrangement in respect of itself or another member of the Wider Premier ResearchGroup which in each case would be material in the context of the Wider PremierResearch Group taken as a whole; (iv) acquired or disposed of or transferred (other than inthe ordinary course of business) or mortgaged, charged or encumbered any assetsor shares or any right, title or interest in any assets or shares (other than inthe ordinary course of business) or authorised the same or entered into, variedor terminated or authorised, proposed or announced its intention to enter into,vary, terminate or authorise any agreement, arrangement, contract, transactionor commitment (other than in the ordinary course of business and whether inrespect of capital expenditure or otherwise) which is of a loss-making,long-term or unusual or onerous nature or magnitude, or which involves or couldinvolve an obligation of such a nature or magnitude or which is other than inthe ordinary course of business, in each case which is material in the contextof the Wider Premier Research Group taken as a whole; (v) redeemed, purchased, repaid or reduced or proposed theredemption, purchase, repayment or reduction of any part of its share capital orany other securities; (vi) effected, authorised, proposed or announced itsintention to propose any change in its share or loan capital; (vii) issued, authorised or proposed the issue of or made anychange in or to any debentures, or (other than in the ordinary course ofbusiness) incurred or increased any indebtedness or liability, actual orcontingent, which is material in the context of the Wider Premier Research Grouptaken as a whole; (viii)taken or proposed any corporate action or had anyproceedings started or threatened against it for its winding-up (voluntary orotherwise), dissolution, striking off or reorganisation or for the appointmentof a receiver, administrator (including the filing of any administrationapplication, notice of intention to appoint an administrator or notice ofappointment of an administrator), administrative receiver, trustee or similarofficer of all or any material part of its assets or revenues or for anyanalogous proceedings or steps in any jurisdiction or for the appointment of anyanalogous person in any jurisdiction; (ix) entered into or varied or announced its intention toenter into or vary any contract, transaction, arrangement or commitment (whetherin respect of capital expenditure or otherwise) which is of a long-term, unusualor onerous nature, or would be materially restrictive on the business of anymember of the Wider Premier Research Group or the Bidco Group or which involvesor might reasonably be expected to involve obligations which would or mightreasonably be expected to be so restrictive; (x) entered into or terminated or varied any agreement,contract, transaction, arrangement or commitment (other than in the ordinarycourse of business) which is material in the context of the Wider PremierResearch Group taken as a whole; (xi) been unable or admitted that it is unable to pay itsdebts or having stopped or suspended (or threatened to stop or suspend) paymentof its debts generally or ceased or threatened to cease carrying on all or asubstantial part of its business or proposed or entered into any composition orvoluntary arrangement with its creditors (or any class of them) or the filing atcourt of documentation in order to obtain a moratorium prior to a voluntaryarrangement or, by reason of actual or anticipated financial difficulties,commenced negotiations with one or more of its creditors with a view torescheduling any of its indebtedness; (xii) save in relation to any amendments to the PremierResearch Share Scheme described in this announcement, made, or announced anyproposal to make, any change or addition to any retirement, death or disabilitybenefit or any other employment-related benefit of or in respect of any of itsdirectors, employees, former directors or former employees; (xiii)made or consented to any material change to the terms ofthe trust deeds or rules constituting the pension schemes established for itsdirectors and/or employees and/or their dependants or to the benefits whichaccrue, or to the pensions which are payable thereunder, or to the basis onwhich qualification for or accrual or entitlement to such benefits or pensionsare calculated or determined, or to the basis upon which the liabilities(including pensions) of such pension schemes are funded or valued or made, oragreed or consented to any change to the trustees, in each case where theconsequence would be material in the context of the Wider Premier Research Grouptaken as a whole; (xiv) granted any lease or third party rights in respect of anyof the leasehold or freehold property owned or occupied by it or transferred orotherwise disposed of any such property; (xv) entered into or varied or made any offer (which remainsopen for acceptance) to enter into or vary the terms of any service agreementwith any director or senior executive of Premier Research or any director orsenior executive of the Wider Premier Research Group; (xvi) made any amendment to its memorandum or articles ofassociation; (xvii) waived or compromised any claim or authorised any suchwaiver or compromise otherwise than in the ordinary course of business, which ismaterial in the context of the Wider Premier Research Group taken as a whole; (xviii) taken, entered into or had started or threatened against itin a jurisdiction outside England and Wales any form of insolvency proceeding orevent similar or analogous to any of the events referred to in sub-paragraphs(viii) and (xi) above; or (xix) agreed to enter into or entered into an agreement orarrangement or commitment or passed any resolution or announced any intention toeffect any of the transactions, matters or events referred to in this paragraph(d); (e) since 31 January 2007 and except as Disclosed: (i) there having been no material adverse change ordeterioration in the business, assets, financial or trading position or profitsor prospects or operational performance of any member of the Wider PremierResearch Group to an extent which is material in the context of the WiderPremier Research Group taken as a whole; (ii) no steps having been taken and no omissions havingbeen made which are or are reasonably likely to result in the withdrawal,cancellation, termination or modification of any material licence held by anymember of the Wider Premier Research Group, which is necessary for the propercarrying on of its business and the withdrawal, cancellation, termination ormodification of which would be material in the context of the Wider PremierResearch Group taken as a whole; (iii) no litigation, arbitration proceedings, prosecution orother legal proceedings to which any member of the Wider Premier Research Groupis or may become a party (whether as claimant or defendant or otherwise), and nomaterial enquiry or investigation by or complaint or reference to any RelevantAuthority, against or in respect of any member of the Wider Premier ResearchGroup, having been threatened, announced or instituted or remaining outstandingby, against or in respect of any member of the Wider Premier Research Group inany way which is material in the context of the Wider Premier Research Grouptaken as a whole; and (iv) no contingent or other liability having arisen orbecome apparent or increased which might be reasonably likely in either case tohave a material adverse effect on the Wider Premier Research Group taken as awhole; (f) save as Disclosed, Bidco not having discovered: (i) that any financial, business or other informationconcerning Premier Research or the Wider Premier Research Group which iscontained in the information publicly disclosed at any time by or on behalf ofany member of the Wider Premier Research Group either publicly or in the contextof the Offer contains a material misrepresentation of fact which has not, priorto the date of this announcement been corrected by public announcement throughan RIS or omits to state a fact necessary to make the information containedtherein not materially misleading; (ii) any information which materially affects the import ofany such information as is mentioned in sub-paragraph (i) above; or (iii) that any member of the Wider Premier Research Group issubject to any liability, contingent or otherwise, which is not disclosed in theannual report and accounts of Premier Research for the financial year ended 31January 2007 which is material in the context of the Wider Premier ResearchGroup taken as a whole; (g) save as Disclosed, Bidco not having discovered that: (i) there has been a disposal, spillage or leakage ofwaste or hazardous substance or any substance likely to impair the environmentor harm human health on, or there has been an emission or discharge of any wasteor hazardous substance or any substance likely to impair the environment or harmhuman health from, any land or other asset now or previously owned, occupied ormade use of by any past or present member of the Wider Premier Research Groupwhich would be reasonably likely to give rise to any liability (whether actualor contingent, civil or criminal) or cost on the part of any member of the WiderPremier Research Group which is material in the context of the Wider PremierResearch Group taken as a whole; (ii) any past or present member of the Wider PremierResearch Group has failed to comply with any and/or all applicable legislationor regulations of any relevant jurisdiction with regard to the use, treatment,handling, storage, transport, disposal, spillage, release, discharge, leak oremission of any waste or hazardous substance or any substance reasonably likelyto impair the environment or harm human health or animal health or otherwiserelating to environmental matters, or that there has otherwise been any suchuse, treatment, handling, storage, transport, disposal, spillage, release,discharge, leak or emission (whether or not the same constituted anon-compliance by any member of the Wider Premier Research Group with any suchlegislation or regulations, and wherever the same may have taken place) any ofwhich use, treatment, handling, storage, transport, disposal, spillage, release,discharge, leak or emission would be reasonably likely to give rise to anyliability (actual or contingent, civil or criminal) or cost on the part of anymember of the Wider Premier Research Group which is material in the context ofthe Wider Premier Research Group taken as a whole; (iii) there is, or is reasonably likely to be, for that orany other reason whatsoever, any liability (actual or contingent) on any past orpresent member of the Wider Premier Research Group to make good, alter, improve,repair, reinstate, clean up or otherwise assume responsibility for any propertyor any controlled waters now or previously owned, occupied, operated or made useof or controlled by any such past or present member of the Wider PremierResearch Group, under any environmental legislation, regulation, notice,circular or order or any government, governmental, quasi-governmental, state orlocal government, supranational, statutory or other regulatory body, agency,court, association or any other person or body in any jurisdiction which ismaterial in the context of the Wider Premier Research Group taken as a whole; (iv) circumstances exist whereby a person or class ofpersons would be reasonably likely to have a claim or claims in respect of anyproduct or process of manufacture or materials used therein now or previouslymanufactured, sold or carried out by any past or present member of the WiderPremier Research Group, which claim or claims would be reasonably likely to havea material adverse effect on any member of the Wider Premier Research Group toan extent which is material in the context of the Wider Premier Research Grouptaken as a whole; (v) circumstances exist (whether as a result of the makingof the Proposals or otherwise) which would be reasonably likely to lead to anythird party instituting, or whereby any present or past member of the WiderPremier Research Group would be reasonably likely to be required to institute,an environmental audit or take any other steps which would, in any such case, bereasonably likely to result in any actual or contingent liability to improve orinstall new plant or equipment or make good, repair, reinstate or clean up anyland or other asset now or previously owned, occupied or made use of by anymember of the Wider Premier Research Group, which, in any such case, would bematerial in the context of the Wider Premier Research Group taken as a whole;and (h) the European Commission making, or having been deemed tohave made, a decision, in terms reasonably satisfactory to Bidco, that inconnection with the Offer (and all matters arising from the Offer) it will notinitiate proceedings under Article 6(1)(c) of Council Regulation (EEC) 139/2004("ECMR") and that it does not intend to make a referral to a competent authorityof any EEA member state under Article 9(1) of the ECMR. 3. The Proposals will lapse and the Scheme will notproceed if, before the Effective Date, the European Commission: (a) initiates proceedings under Article 6(1)(c) of the ECMR; or (b) makes a referral to a competent authority of the UnitedKingdom under Article 9(1) of the ECMR and there is then a reference to theCompetition Commission, in each case with respect to the Offer or any matter arising from the Offer. 4. Subject to the requirements of the Panel,Bidco reserves the right to waive in whole or in part, at its discretion, all orany of the Conditions contained in paragraph 2. Bidco shall be under noobligation to waive or treat as fulfilled any of the Conditions in paragraph 2earlier than the date of the sanction of the Scheme referred to in paragraph 1(iii) of this Appendix notwithstanding that the other Conditions of theProposals may at such earlier date have been waived or fulfilled and that thereare at such earlier date no circumstances indicating that any of such Conditionsmay not be capable of fulfilment or waiver. 5. If Bidco is required by the Panel to make anoffer for Premier Research Shares under the provisions of Rule 9 of the CityCode, Bidco may make such alterations to the terms and conditions of the Offeras are necessary to comply with the provisions of Rule 9. 6. Bidco reserves the right to elect (with the consent ofthe Panel (where necessary)) to implement the acquisition of the entire issuedand to be issued ordinary share capital of Premier Research by way of a takeoveroffer (as such term is defined in Part 28 of the 2006 Act). In such event,additional documents will be sent to Premier Research Shareholders. In suchevent, the takeover offer will be implemented on the same terms (subject toamendments necessary to reflect the change in method of effecting theAcquisition including (without limitation) an acceptance condition set at 90 percent. of the shares to which the offer relates (or such lesser percentage (beingmore than 50 per cent.) as Bidco may decide), so far as applicable, as thosewhich would apply to the Scheme. In addition, the Proposals will be on, and subject to, the further terms set outin the Scheme Document. The Proposals and the Scheme will be governed by English law and will be subjectto the jurisdiction of the English Courts save that nothing shall limit theright of Bidco or Rothschild to bring any action, suit or proceeding arising outof or in connection with the Offer in any other manner permitted by law or inany court or competent jurisdiction. The Proposals will comply with theapplicable rules and regulations of the London Stock Exchange and the City Code. The Offer is not being made, directly or indirectly, in or into, the UnitedStates, Canada, Australia or Japan. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdiction. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. Appendix II BASES AND SOURCES OF INFORMATION Save as otherwise stated, the following constitute the bases and sources ofcertain information referred to in this announcement: 1. Historic financial information relating to PremierResearch has been extracted from the relevant published audited reports andaccounts of Premier Research save that the interim financial information for thesix months ending 31 July 2007 has been extracted from the unaudited interimresults announcement of Premier Research dated 18 October 2007. 2. Information relating to Bidco has been provided by persons duly authorisedby the Bidco Board. 3. Information relating to ECI and ECI8 has been provided by persons duly authorised by ECI. 4. Information relating to Indigo, Indigo V and Indigo Sarl has been provided by persons duly authorised by Indigo. 5. The value of the entire issued ordinary share capitalof Premier Research is based on 60,135,319 Premier Research Shares in issue asat the close of business on 19 March 2008. 6. The maximum Cash Consideration payable under theProposals is based on 60,135,319 Premier Research Shares in issue and 341,667"in the money" employee share options outstanding over Premier Research Sharesat the date of this announcement and which are expected to become exercisable asa consequence of the Proposals. 7. Unless otherwise stated, all prices quoted for shares are Closing Prices. 8. Management interest in Premier Research Shares and options over Premier Research Shares. Name Number of shares Number of options Simon Yaxley 3,250,000* -Bernard Gallagher 1,500,000 -Peter Kyle - 70,000Troy McCall 43,134** 150,000Philip Butler 6,000 75,000 4,799,134 295,000 * 916,667 of these Premier Research Shares are held in the name of SimonYaxley's wife ** Held in the name of Troy McCall's wife Appendix III Details of Irrevocable Undertakings and Letters of Intent (a) Irrevocable undertakings of Premier Research Shareholders The following Premier Research Shareholders have given irrevocable undertakingsto Bidco to vote in favour of the Scheme in respect of the number of PremierResearch Shares set out below: Name Number of % holding Lapse rights Premier Research Shares AXA Framlington 10,393,727 17.28 The irrevocable undertaking shall cease to be binding if (i) aInvestment competing offer is announced (in accordance with Rule 2.5 ofManagement Limited the City Code); or (ii) where AXA transfers Premier Research Shares held by it to a third party, such Premier Research Shares shall fall outside the undertaking. Fidelity Investment 8,998,797 14.96 The irrevocable undertaking shall cease to be binding if (i) aServices Limited higher competing offer is announced (in accordance with Rule 2.5 of the City Code); or (ii) where Fidelity transfers Premier Research Shares held by it to a third party, such Premier Research Shares shall fall outside the undertaking. BlackRock 3,717,063 6.18 The irrevocable undertaking shall cease to be binding onlyInvestment where a higher competing offer is announced (in accordanceManagement (UK) with Rule 2.5 of the City Code).Limited (b) Letters of Intent of Premier Research Shareholders The following Premier Research Shareholders have given letters of intent to votein favour of the Scheme in respect of the number of Premier Research Shares setout below: Name Number of Premier Research Shares % holding Morley Fund Management Limited 4,015,597 6.68Gartmore Investment Limited 1,808,013 3.01 (c) Irrevocable undertakings of Mr Stephen Harris (Independent Director) Mr Stephen Harris has irrevocably undertaken to vote in favour of all theresolutions to be proposed at the Meetings in respect of his own beneficialholding of Premier Research Shares amounting to 37,500 Premier Research Shares,being approximately 0.06 per cent. of the existing issued share capital ofPremier Research. This irrevocable undertaking will continue to be binding if ahigher offer is made. Appendix IV DEFINITIONS The following definitions apply throughout this announcement unless the contextrequires otherwise. "1985 Act" the Companies Act 1985, as amended from time to time; "2006 Act" the Companies Act 2006, as amended from time to time; "Acquisition" the proposed acquisition of the entire issued and to be issued share capital of Premier Research by Bidco pursuant to the Offer and the Scheme; "AIM" the AIM Market of the London Stock Exchange; "Articles" articles of association of Premier Research; "Banks" Lloyds TSB Bank plc, Barclays Bank plc and WestLB AG, London Branch; "Bidco" Pegasus Bidco Limited, a private limited company wholly-owned by Midco 2 incorporated in England and Wales with company number 6484624 and having its registered address at Brettenham House, Lancaster Place, London WC2E 7EN; "Bidco Board" or "Bidco Directors" the board of directors of Bidco; "Bidco Group" Bidco, Midco 1, Midco 2 and Topco and, following the Effective Date, the Premier Research Group; "Business Day" a day (excluding Saturdays, Sundays and UK public holidays) on which banks in London are generally open for business in the City of London; "Cash Consideration" the cash consideration due to Scheme Shareholders under the terms of the Offer; "City Code" the City Code on Takeovers and Mergers; "Closing Price" the closing middle market quotation of a Premier Research Share, as derived from the AIM Appendix of the Daily Official List; "Conditions" the conditions to the implementation of the Proposals (including the Scheme) and the Offer which are set out in Appendix I to this announcement; "Court" the High Court of Justice of England and Wales; "Court Meeting" the meeting of the Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 425 of the 1985 Act for the purpose of considering and, if thought fit, approving the Scheme (with or without modification), and any adjournment thereof; "Court Orders" the Scheme Court Order and the Reduction Court Order, as the case may be; "CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities generated by CRESTCo Limited in accordance with the Uncertificated Securities Regulations 2001 (SI 2001 No.3755), as amended; "CRO" contract research organisation; "Daily Official List" the Daily Official List of the London Stock Exchange; "Disclosed" means (i) as disclosed in Premier Research annual report and accounts for the year ended 31 January 2007 or (ii) as publicly announced by Premier Research prior to 5.30 pm on 14 March 2008 through an RIS or (iii) as fairly disclosed prior to 5.30 pm on 14 March 2008 in writing or in the written information provided to Bidco or its advisers by or on behalf of Premier Research or (iv) disclosed in the Scheme Document; "ECI" ECI Partners LLP; "ECI8" ECI 8 LP and ECI 8 US LP; "Effective Date" the date on which the Scheme and the Reduction of Capital become effective in accordance with their terms; "Evolution" Evolution Securities Limited, Rule 3 adviser to Premier Research; "Forms of Proxy" the form of proxy for use at the Court Meeting and the form of proxy for use at the GM and "Form of Proxy" means either of them; "Framework Agreement" the framework agreement dated on or about the date of this announcement between Premier Research and Bidco pursuant to which, amongst other things, the parties have agreed to implement the Scheme; "FSMA 2000" the Financial Services and Markets Act 2000, as amended; "GM" the extraordinary general meeting of Premier Research Shareholders (and any adjournment thereof) to be convened in connection with the Proposals, and any adjournment thereof; "HMRC" Her Majesty's Revenue & Customs; "holder" a registered holder, including any person entitled by transmission; "Independent Directors" Peter Fellner and Stephen Harris, being those directors of Premier Research who are independent to the Offer; "Independent Shareholders" all of the Premier Research Shareholders other than Management; "Indigo" Indigo Capital LLP; "Indigo L.P." Indigo Capital V L.P.; "Indigo Sarl" Indigo Capital V Sarl; "London Stock Exchange" The London Stock Exchange plc; "Management" each of Simon Yaxley, Bernard Gallagher, Peter Kyle, Troy McCall, Philip Butler and Peter Malamis; "Management Arrangements" the arrangements between the Bidco Group and Management described in paragraph 12; "Management Held Options" the options to subscribe for Premier Research Shares granted to Management pursuant to the Premier Research Share Scheme; "Management Held Shares" 4,799,134 Premier Research Shares beneficially owned by Management; "Meetings" the Court Meeting and/or the GM, as the case may be; "Midco 1" Pegasus Midco 1 Limited, a private limited company wholly owned by Topco incorporated in England and Wales with company number 6484020 and having its registered address at Brettenham House, Lancaster Place, London WC2E 7EN; "Midco 2" Pegasus Midco 2 Limited, a private limited company wholly owned by Midco 1 incorporated in England and Wales with company number 6484101 and having its registered address at Brettenham House, Lancaster Place, London WC2E 7EN; "Offer" the recommended offer of 100 pence in cash for each Scheme Share made by Bidco to Scheme Shareholders and, where the context so requires, any subsequent revision, variation, extension or renewal thereof; "Ordinary Resolution" the ordinary resolution to be proposed at the GM to approve the terms of the Management Arrangements; "Overseas Shareholders" Premier Research Shareholders (or nominees of, or custodians or trustees for, Premier Research Shareholders) not resident in or citizens of the United Kingdom; "Panel" the Panel on Takeovers and Mergers; "Premier Research" or "the Company" Premier Research Group plc, a public limited company incorporated in England and Wales with registered number 04671020; "Premier Research Directors" or the directors of Premier Research;"Premier Research Board" "Premier Research Group" Premier Research and its subsidiary undertakings and, where the context permits, each of them; "Premier Research Shareholders" or the holders of Premier Research Shares;"Shareholders" "Premier Research Share Scheme" the EMI share option scheme known as the "CRC Developments Limited EMI Share Option Scheme" operated by Premier Research; "Premier Research Shares" ordinary shares of 1 pence each in the capital of Premier Research; "pounds" or "£" UK pounds sterling, the lawful currency of the UK; "Proposals" the Scheme and the other matters to be considered at the Meetings including the Offer; "Reduction Court Hearing" the hearing at which the Court's confirmation of the Reduction of Capital will be sought; "Reduction Court Order" the order of the Court confirming under section 137 of the 1985 Act the Reduction of Capital; "Reduction of Capital" the reduction of Premier Research's share capital pursuant to section 137 of the 1985 Act, involving the cancellation and extinguishing of the Scheme Shares provided for by the Scheme; "Registrar of Companies" the Registrar of Companies of England and Wales; "Relevant Authority" any government or governmental quasi-governmental, supranational, statutory, regulatory or investigative body, authority court, trade agency, association or institution or professional or environmental body or any other similar person or body whatsoever in any relevant jurisdiction; "Rothschild" NM Rothschild & Sons Limited, financial adviser to Bidco; "Rule" a rule of the City Code; "Scheme" or "Scheme of Arrangement" the proposed scheme of arrangement under section 425 of the 1985 Act between Premier Research and Scheme Shareholders, with or subject to any modification, addition thereto or condition approved or imposed by the Court and agreed to by Premier Research and Bidco; "Scheme Court Meeting" the hearing by the Court of the petition to sanction the Scheme; "Scheme Court Order" the order of the Court sanctioning the Scheme under section 425 of the 1985 Act; "Scheme Document" the document to be posted to Premier Research Shareholders and others containing, inter alia, the terms of the Scheme and the notices of the Meetings; "Scheme Record Time" 6.00 p.m. on the Business Day immediately preceding the Reduction Court Hearing; "Scheme Shareholders" a holder of Scheme Shares; "Scheme Shares" Premier Research Shares: (i) in issue at the date of the Scheme Document; (ii) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) issued at or after the Voting Record Time but before the date of the Scheme Record Time on terms that the original or any subsequent holders are, or shall have agreed in writing to become, bound by the Scheme, in each case, save for any shares registered in the name of Bidco or its nominees, the Management Held Shares and the Management Held Options; "subsidiary" and "subsidiary have the meaning given to them in the 2006 Act;undertaking" "Topco" Pegasus Topco Limited, a private limited company incorporated in England and Wales with company number 6483992 and having its registered address at Brettenham House, Lancaster Place, London WC2E 7EN; "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland; "US" or "United States" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; "US Exchange Act" US Securities Exchange Act of 1934, as amended and rules and regulations thereunder; "Voting Record Time" the time and date fixed by the Court and Premier Research for determining the entitlement to vote, respectively, at the Court Meeting and the GM, as will be set out in the notices thereof; and "Wider Premier Research Group" the Premier Research Group and its subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or persons in which the Premier Research Group and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent. This information is provided by RNS The company news service from the London Stock Exchange
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