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Strategic Review Update

30 Jan 2013 07:00

RNS Number : 6418W
Ark Therapeutics Group PLC
30 January 2013
 



 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

Ark Therapeutics Group plc

("Ark" or the "Company")

 

Strategic Review

 

Commencement of "Formal Sale Process" as defined in the Takeover Code

 

Further to the announcement by Ark Therapeutics Group plc on 21 January the Company today announces that the proposed funding options discussed in that announcement have not at this stage reached fruition and therefore Ark has appointed WG Partners LLP to assist the Company in reviewing and evaluating a number of strategic options open to the Company to maximise value for shareholders. Options include securing long term strategic partners for the business which may include an offer being made for the Company.

 

The Directors still remain confident that Ark has the potential to become a profitable, viral focused, contract development and manufacturing organisation. In the meantime, as previously announced the Company continues to explore opportunities to monetise its non-core assets, and is in discussions with a number of interested parties.

 

Process

 

Discussions in relation to a potential merger with a third party or a sale of the business will take place within the context of a "formal sale process" as defined in The City Code on Takeovers and Mergers (the "Code").

 

Any interested party will be required to enter into a non-disclosure agreement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as the other interested parties, before being permitted to participate in the process. Following execution of an agreed non-disclosure agreement, the Company intends to provide interested parties with information materials on the Company. Following receipt of the materials, interested parties shall be invited to submit proposals to the Company. Interested parties who submit a successful proposal of interest to the Board will be invited into the next phase of the process.

 

The Board reserves the right to alter any aspect of the process as outlined above or to terminate it at any time and will make further announcements as appropriate. The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.

 

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to Note 3 on Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Company, although it may do so in the future, has not at this stage requested any dispensation from this prohibition under Note 2 on Rule 21.2.

 

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

 

Following this announcement, the Company is now considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements listed below will apply.

 

For further information:

 

Ark Therapeutics Group plc

Tel: +44 (0)20 7388 7722

Iain Ross, Chairman

Dr David Venables, CEO

WG Partners LLP / Charles Stanley Securities

David Wilson (david@wgpartners.co.uk)

Tel: +44 (0)20 7149 6392

Claes Spång (claes@wgpartners.co.uk)

Tel: +44 (0)20 7149 6049

Phil Davies (philip.davies@csysecurities.com)

Tel: +44 (0)20 7149 6942

 

A copy of this announcement will be available on the Company's website at www.arktherapeutics.com as soon as possible. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

Charles Stanley & Co. Ltd, trading as Charles Stanley Securities and WG Partners LLP, is acting exclusively as financial adviser to Ark and no one else in connection with the matters described in this announcement. In connection with such matters, Charles Stanley & Co. Ltd, trading as Charles Stanley Securities and WG Partners LLP, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person other than Ark for providing the protections afforded to clients of Charles Stanley & Co. Ltd, trading as Charles Stanley Securities and WG Partners LLP, or for providing advice in connection with the matters described in this announcement or any matter referred to herein.

 

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

 

Ordinary share capital in issue

 

In accordance with Rule 2.10 of the Code, Ark had, as at the date of this announcement, 209,276,676 ordinary shares of 1p each in issue (ISIN: GB0034251727).

 

Disclosure requirements of the Takeover Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure."

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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