PRG.L Regulatory News (PRG)

7 May 2008 12:18

Premier Research Group07 May 2008 Not for release, publication or distribution, in whole or in part, in, into orfrom any jurisdiction (including the United States) where to do so wouldconstitute a violation of the relevant laws or regulations of such jurisdiction. For immediate release 7 May 2008 Recommended Acquisition of Premier Research Group plc By Pegasus Bidco Limited Results of Court Meeting and General Meeting (EGM) Premier Research Group plc ("Premier Research" or the "Company") announces that,at the meeting convened by the court and held earlier today (the "CourtMeeting") and at the subsequent extraordinary general meeting ("EGM") to approvethe scheme of arrangement (the "Scheme") to implement the acquisition of theCompany by Pegasus Bidco Limited (the "Acquisition") and the associatedManagement Arrangements, all of the resolutions received the necessarymajorities and were, accordingly, passed. COURT MEETING At the Court Meeting, the resolution to approve the Scheme was passed on a pollvote. Of the Scheme Shareholders who voted (in person or by proxy), 22,586,843representing 99.97 per cent. by value, voted in favour of the Scheme and 7,728representing 0.03 per cent. by value, voted against the Scheme. EGM At the EGM, the Ordinary Resolution to approve the Management Arrangements waspassed on a poll vote. Of the Premier Shareholders who voted (in person or byproxy), 22,732,725 representing 99.97 per cent. by value, voted in favour of theOrdinary Resolution and 7,491 representing 0.03 per cent. by value, votedagainst the Ordinary Resolution. In addition, at the EGM, the Special Resolution to give effect to the Scheme waspassed unanimously on a show of hands. NEXT STEPS Completion of the Acquisition remains subject to the satisfaction or, ifappropriate, waiver of the conditions set out in the scheme document sent toPremier Shareholders on 14 April 2008 (the "Scheme Document"), including,amongst other things, the sanction of both the Scheme and the associatedReduction of Capital by the High Court. Application will be made for admission to trading of the Premier Shares on theAIM market of the London Stock Exchange to be cancelled with effect from7.00a.m. on 6 June 2008. It should be noted that the last day of dealings in, and for registration oftransfers of, and disablement in CREST of, Premier Research shares will be4.30pm on 2 June 2008. In addition, the Company intends to apply for asuspension of its shares from trading on the AIM market of the London StockExchange with effect from 7.00a.m. on 3 June 2008 and will remain suspendeduntil cancellation of trading. It is expected that the Effective Date of the Scheme will be 6 June 2008. A detailed timetable of events for the Scheme is set out in the Scheme Document.These dates are indicative only and will depend, amongst other things, on thedate on which the Court sanctions the Scheme and the associated Reduction ofCapital. If the expected dates change, Premier Research will give notice of thechanges in an announcement through a Regulatory Information Service. Terms defined in the Scheme Document have the same meanings in this announcement. ENQUIRIES: Premier Research Group PlcDr. Peter Fellner, Chairman Tel: 0118 989 9312Pegasus Bidco LimitedRichard Chapman Tel: 0207 606 1000Evolution Securities Limited (financial adviser to Premier Research)Tim Worlledge Tel: 0207 071 4300 Grant SchafferRothschild (financial adviser to Pegasus Bidco)Dr. Lynn Drummond Tel: 0207 280 5000 Kevin 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 Pegasus Bidco and no one else in connection with the Proposalsand will not be responsible to anyone other than Pegasus Bidco for providing theprotections afforded to clients of Rothschild nor for providing advice inrelation to the Proposals, the content of this announcement or any matterreferred 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