3 Apr 2018 14:39
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
3 April 2018
Diurnal Group plc
("Diurnal" or the "Company")
Result of General Meeting and Completion of £10.5m Placing
Diurnal Group plc (AIM: DNL), the specialty pharmaceutical company targeting patient needs in chronic endocrine (hormonal) diseases, announces that at the General Meeting held today at 11.00 a.m. at the offices of Eversheds Sutherland (International) LLP at 1 Wood Street, London EC2V 7WS, all Resolutions were duly passed.
Applications have been made to the London Stock Exchange for the Admission of the 1,632,882 EIS/VCT Shares, expected to occur at or around 8.00am on 4 April 2018 and the Admission of the 3,893,432 General Shares and 3,229,575 Convertible Loan Shares, expected to occur at or around 8.00am on 5 April 2018, on AIM.
Following Admission of the EIS/VCT Shares but prior to the Admission of the General Shares and the Convertible Loan Shares, the Company's issued ordinary share capital will consist of 54,213,516 Ordinary Shares, with each Ordinary Share carrying the right to one vote. The Company does not, and will not at the time of Admission of the EIS/VCT Shares, hold any Ordinary Shares in treasury. This figure of 54,213,516 Ordinary Shares may therefore be used by shareholders in the Company, between the dates of Admission of the EIS/VCT Shares and Admission of the General Shares and Convertible Loan Shares, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs").
Following Admission of the General Shares and Convertible Loan Shares, the Company's issued share capital will consist of 61,336,523 Ordinary Shares, with each Ordinary Share carrying the right to one vote. The Company does not, and will not at the time of the Admission of the General Shares and the Convertible Loan Shares, hold any Ordinary Shares in treasury. This figure of 61,336,523 Ordinary Shares may therefore be used by shareholders in the Company from the date of Admission of the General Shares and Convertible Loan Shares as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the DTRs.
Defined terms used in this announcement have the same meanings as in the Company's announcement dated 14 March 2018.
For further information, please visit www.diurnal.co.uk or contact: | |
Diurnal Group plc | +44 (0)20 3727 1000 |
Martin Whitaker, Chief Executive Officer | |
Richard Bungay, Chief Financial Officer | |
Numis Securities Ltd (Nominated Adviser) | +44 (0)20 7260 1000 |
Nominated Adviser: Michael Meade, Paul Gillam | |
Corporate Broking: James Black | |
Panmure Gordon (UK) Limited (Joint Broker) | +44 (0) 20 7886 2500 |
Corporate Finance: Freddy Crossley | |
Corporate Broking: Tom Salvesen | |
FTI Consulting (Investor Relations) | +44 (0)20 3727 1000 |
Simon Conway | |
Victoria Foster Mitchell | |
Notes to Editors
About Diurnal Group plc
Founded in 2004, Diurnal is a UK-based specialty pharma company developing high quality products for the global market for the life-long treatment of chronic endocrine conditions, including Congenital Adrenal Hyperplasia and Adrenal Insufficiency. Its expertise and innovative research activities focus on circadian-based endocrinology to yield novel product candidates in the rare and chronic endocrine disease arena.
For further information about Diurnal, please visit www.diurnal.co.uk.
IMPORTANT NOTICE
No action has been taken by the Company, Numis, Panmure Gordon or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.
No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser, broker and joint bookrunner to the Company in relation to the Placing, the EIS/VCT Admission and the General Admission and is not acting for any other persons in relation to the Placing, the EIS/VCT Admission and the General Admission. Numis is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis, or for providing advice in relation to the contents of this announcement or any matter referred to in it. The responsibilities of Numis as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker and joint bookrunner to the Company in relation to the Placing, the EIS/VCT Admission and the General Admission and is not acting for any other persons in relation to the Placing, the EIS/VCT Admission and the General Admission. Panmure Gordon is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon, or for providing advice in relation to the contents of this announcement or any matter referred to in it.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis, Panmure Gordon or the Company or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "Representatives") as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decision to buy New Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Numis nor Panmure Gordon.
The price of Ordinary Shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.
The New Ordinary Shares will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.