PRG.L Regulatory News (PRG)

14 Apr 2008 08:00

Premier Research Group14 April 2008 Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction (including the United States) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. For embargo release 8.00 a.m 14 April 2008 RECOMMENDED ACQUISITION OF PREMIER RESEARCH GROUP PLC BY PEGASUS BIDCO LIMITED POSTING OF SCHEME DOCUMENT On 20 March 2008, the Board of Directors of Pegasus Bidco Limited ("Bidco") and the Independent Directors of Premier Research Group plc ("Premier Research" or "Premier") announced that they had reached agreement on the terms of a recommended cash acquisition ("the Offer") by Bidco, a company specifically formed for the purpose of making the Offer, of the entire issued and to beissued share capital of Premier Research, to be effected by means of a Court-sanctioned scheme of arrangement under section 425 of the Companies Act 1985and section 895 of the Companies Act 2006 ("the Scheme"). The Independent Directors of Premier are pleased to announce that a circular, which sets out, amongst other things, the full terms and conditions of theScheme and an explanatory statement, together with the action to be taken byPremier Research Shareholders, is being posted to Premier Research Shareholderstoday. Notices convening the Court Meeting and the General Meeting to be heldat the offices of Osborne Clarke, One London Wall, London EC2Y 5EB on 7 May2008 at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meetingis concluded or adjourned), respectively, are contained in the circular.Subject to the satisfaction or waiver of the conditions of the Scheme, it iscurrently expected that the Scheme will become effective on 6 June 2008. If anyof the expected dates change, Premier Research will give notice of the changeby issuing an announcement through a Regulatory Information Service. In accordance with Rules 20 of the Aim Rules for Companies, an electronic copyof the Scheme Document has been sent to the London Stock Exchange and madeavailable on Premier Research's website. Unless the context otherwise requires, terms defined in the announcement dated 20 March 2008 have the same meaning in this announcement. ENQUIRIES: Premier Research Group PlcDr. Peter Fellner, Chairman Tel: 0118 989 9312 Pegasus Bidco LimitedRichard Chapman Tel: 0207 606 1000 Evolution Securities Limited (financial adviserto Premier)Tim Worlledge Tel: 0207 071 4300Grant Schaffer Rothschild (financial adviser to Bidco)Dr. Lynn Drummond Tel: 0207 280 5000Kevin Ramsden 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 Securities Limitednor for providing advice in relation to the Proposals, the content of thisannouncement or any matter referred to herein. 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. 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 relating to Bidco.. 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 Premier Research Directors accept responsibility for the informationcontained in this announcement relating to Premier Research and the PremierResearch Directors. To the best of the knowledge and belief of the PremierResearch Directors (who have taken all reasonable care to ensure that such isthe case), the information contained in this announcement is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation. This information is provided by RNS The company news service from the London Stock Exchange