TIDMDNL
RNS Number : 9822E
Diurnal Group PLC
02 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
2 November 2022
RECOMMED CASH ACQUISITION
Of
Diurnal Group plc ("Diurnal")
By
Neurocrine Biosciences, Inc. ("Neurocrine")
to be implemented by means of a Scheme of Arrangement under Part
26 of the Companies Act 2006
DELISTING AND CANCELLATION OF TRADING OF DIURNAL SHARES
On 30 August 2022, the boards of Neurocrine and Diurnal
announced that they had reached agreement on the terms of a
recommended cash acquisition pursuant to which Neurocrine shall
acquire the entire issued and to be issued ordinary share capital
of Diurnal (the "Acquisition"). The Acquisition is being
implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"), full
details of which were sent to the shareholders of Diurnal in the
circular dated 23 September 2022 (the "Scheme Document").
Further to the announcement made by the boards of Neurocrine and
Diurnal on 1 November 2022 that the Scheme has become Effective in
accordance with its terms, Diurnal confirms that the admission to
trading of Diurnal Shares on the AIM Market of the London Stock
Exchange has been cancelled with effect from 7:00 a.m. today.
Capitalised terms used but not otherwise defined in this
announcement have the meaning given to them in the Scheme
Document.
All references in this announcement to times are to times in
London, unless otherwise stated.
Enquiries:
Diurnal Group plc
+44 (0) 20 3727
Richard Bungay, Interim Chief Executive Officer 1000
Panmure Gordon (UK) Limited (Rule 3 Adviser,
Financial Adviser, Nominated Adviser and Broker
to Diurnal)
+44 (0) 20 7886
Freddy Crossley 2500
Emma Earl
Mark Rogers
Rupert Dearden
Torreya (Strategic Adviser to Diurnal)
+44 (0) 20 7451
Stephanie Léouz on 4550
Kelly Curtin
FTI Consulting (Media and Investor Relations
Adviser to Diurnal)
Simon Conway
Victoria Foster Mitchell +44 (0) 20 3727
Alex Davis 1000
Eversheds Sutherland (International) LLP is retained as legal
adviser to Diurnal and Cooley (UK) LLP is retained as legal adviser
to Neurocrine.
Important Notices
This announcement is for information purposes only and does not
constitute, or form any part of, an offer to sell or an invitation
to purchase any securities or the solicitation of an offer to buy
any securities in any jurisdiction, pursuant to the Acquisition or
otherwise.
The Acquisition shall be made solely by means of the Scheme
Document (together with the Forms of Proxy) (or, if the Acquisition
is implemented by way of Takeover Offer, the Takeover Offer
document), which shall contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England and Wales.
The Acquisition shall be subject to the applicable requirements
of the Code, the AIM Rules, the Panel, the London Stock Exchange
and the Financial Conduct Authority.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
This announcement does not constitute a prospectus or prospectus
exempted document.
Disclaimers
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser, Rule 3 adviser, nominated adviser and
broker to Diurnal and for no one else in connection with the
Acquisition and other matters referred to in this announcement and
will not be responsible to anyone other than Diurnal for providing
the protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matters referred to in this announcement. Neither Panmure
Gordon nor any of its affiliates, directors or employees owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a
client of Panmure Gordon in connection with this announcement, any
statement contained herein, the Acquisition or otherwise.
Torreya Capital LLC ("Torreya"), which is authorised and
regulated in the UK by the FCA and is a member of FINRA/SIPC in the
US, is acting exclusively for Diurnal and no one else in connection
with the Acquisition and will not be responsible to anyone other
than Diurnal for providing the protections afforded to clients of
Torreya nor for providing advice in connection with the Acquisition
or any other matter referred to herein.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement) may contain statements which are,
or may be deemed to be, "forward looking statements". Such forward
looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which Diurnal, any member of the Diurnal Group,
Neurocrine, any member of the Neurocrine Group or the Enlarged
Group shall operate in the future and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements.
The forward-looking statements contained in this announcement
may relate to Diurnal, any member of the Diurnal Group, Neurocrine,
any member of the Neurocrine Group or the Enlarged Group's future
prospects, developments and business strategies, the expected
timing and scope of the Acquisition and other statements other than
historical facts. In some cases, these forward looking statements
can be identified by the use of forward looking terminology,
including the terms "believes", "estimates", "will look to", "would
look to", "plans", "prepares", "anticipates", "expects", "is
expected to", "is subject to", "budget", "scheduled", "forecasts",
"synergy", "strategy", "goal", "cost-saving", "projects" "intends",
"may", "will", "shall" or "should" or their negatives or other
variations or comparable terminology. Forward-looking statements
may include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of Neurocrine's, any member
of the Neurocrine Group or Diurnal's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on
Neurocrine's, any member of the Neurocrine Group or Diurnal's
business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease
outbreak. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such factors.
Neither Diurnal or any member of the Diurnal Group or any of
Neurocrine or any member of the Neurocrine Group, nor any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement shall actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature
involve, risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Enlarged Group, there may be additional changes to the Enlarged
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Neurocrine Group or
Diurnal Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Diurnal, the Diurnal Group, Neurocrine and the Neurocrine Group
and their respective associates, directors, officers, employees and
advisers expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any
competent regulatory authority, whether as a result of new
information, future events or otherwise.
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END
MSCFLFFDLELLIIF
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