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Clinigen Group plc (CLIN)

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Wednesday 13 September, 2017

Clinigen Group plc

Recommended Offer for Quantum Pharma plc

RNS Number : 5987Q
Clinigen Group plc
13 September 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014

 

 

13 September 2017

 

RECOMMENDED ACQUISITION OF 

QUANTUM PHARMA PLC

BY

CLINIGEN GROUP PLC

 

Clinigen Group plc (AIM: CLIN, "Clinigen") and Quantum Pharma Plc (AIM: QP, "Quantum") have agreed terms of a recommended acquisition by Clinigen of the entire issued and to be issued share capital of Quantum for £150.3 million, to be effected by means of a scheme of arrangement. 

Strong strategic rationale

Clinigen believes that the Acquisition will enhance Clinigen's position as the global leader in ethical access to unlicensed medicines:

·     Quantum's unlicensed to licensed ("UL2L") capabilities will add significantly to Clinigen's existing UL2L activities and will fast track Clinigen's global UL2L strategy.

·    Immediate global reach for Quantum's products and pipeline, especially in the Australasia, Africa and Asia ("AAA") region.

·      Quantum's capabilities in Continental Europe will enable Clinigen to develop and further expand its European footprint.

·      Capitalise on and grow Quantum's UK leading unlicensed business.

·      Immediate financial benefits and sound cultural fit between the two businesses.

Key terms of the proposed Acquisition

·       Under the terms of the Acquisition, each Quantum Shareholder will be entitled to receive:

for each Quantum Share held: 37 pence in cash and 0.0405 New Clinigen Shares

·     The Acquisition values each Quantum Share at 82 pence, and Quantum's fully diluted share capital at approximately £150.3 million, based on the Closing Price of 1,111 pence per Clinigen Share on 12 September 2017.

·       Cash consideration payable by Clinigen to be funded from its existing banking facilities (as amended).

·    Clinigen has received irrevocable undertakings or letters of intent to vote in favour of the Scheme and the Special Resolution in respect of, in aggregate, 32,107,229 Quantum Shares representing approximately 19.0 per cent. of the existing issued share capital of Quantum.

·       The Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006.

Shaun Chilton, CEO of Clinigen, said:

 

"The earnings enhancing acquisition of Quantum is an excellent operational and geographical, as well as cultural, fit with Clinigen.

 

"Quantum's UL2L capabilities will provide a bridge between our unlicensed and commercial businesses, mirroring our business in the AAA region. Quantum's expertise in this area will enable us to boost our global UL2L ambitions. 

 

"Quantum also provides a European presence whilst our international footprint can immediately provide the global reach for Quantum's generic licensed products.

 

"With the addition of Quantum, we will be in a stronger position to drive our global expansion in the unlicensed and commercial medicine markets."

Chris Rigg, CEO of Quantum added:

"The Quantum Board believes the strategic fit of the two Groups is strong.  As part of the Clinigen Group, Quantum will be able to drive faster strategic growth and gain immediate access to international markets that will complement our existing product portfolio, provide additional routes to market for our development pipeline and accelerate the Group's strategic plan.

"The combination of Quantum's UL2L development capability and Clinigen's geographic reach provides a real opportunity for the Enlarged Group to become the leading global UL2L business significantly more quickly than Quantum could as an independent entity whilst at the same time balancing the underlying market risks we face as a business.

"The Quantum Board is excited by the prospects of the Enlarged Group and Quantum's role in it."

 

- ENDS -

 

This summary should be read in conjunction with the full text of this Announcement and the Appendices, which form part of this Announcement.

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Certain definitions and terms used in this Announcement are set out in Appendix 4 to this Announcement.

Numis Securities Limited is acting as financial adviser, nominated adviser and joint broker to Clinigen, RBC Capital Markets is acting as joint broker to Clinigen, Nplus1 Singer Advisory LLP is acting as financial adviser for the purposes of Rule 3 of the Takeover Code, nominated adviser and broker to Quantum and Brown Gibbons Lang & Company is acting as financial adviser to Quantum.

There will be a Clinigen conference call for analysts and institutional investors at 8:30am today.  A presentation will be available shortly to analysts and investors on the Clinigen website at: www.clinigengroup.com.

Contact Instinctif Partners for dial-in details on +44 (0) 20 7457 2020 or email clinigen@instinctif.com.

 

Contact Details

Clinigen Group plc

Tel: +44 (0) 1283 495010

Shaun Chilton, Group Chief Executive Officer

Martin Abell, Group Chief Financial Officer

Matt Parrish, Head of Investor Relations

 

 

 

Numis Securities Limited - Financial Adviser, Nominated Adviser and Joint Broker to Clinigen

Tel: +44 (0) 20 7260 1000

Michael Meade, James Black, Freddie Barnfield

 

 

 

RBC Capital Markets - Joint Broker to Clinigen

Tel: +44 (0) 20 7653 4000

Marcus Jackson, Elliot Thomas, Jack Wood

 

 

 

Instinctif Partners - PR Adviser to Clinigen

Tel: +44 (0) 20 7457 2020

Adrian Duffield / Melanie Toyne Sewell / Alex Shaw

Email: clinigen@instinctif.com

 

 

Quantum Pharma plc

Tel: +44 (0) 1207 279 404

Chris Rigg, Chief Executive Officer

Gerard Murray, Chief Financial Officer

 

Craig Swinhoe, Group Strategic Projects Director

 

 

N+1 Singer - Financial Adviser for the purposes of Rule 3
of the Takeover Code, Nominated Adviser and Broker to Quantum

Tel: +44 (0) 20 7496 3000

Sandy Fraser, Nick Owen

 

 

 

Brown Gibbons Lang & Company - Financial adviser to Quantum

Tel: +1 312 658 4758

John Riddle

 

 

 

Buchanan - PR Adviser to Quantum

Tel: +44 (0) 20 7466 5000

Henry Harrison-Topham / Sophie Cowles

 

Important notices

Numis, which is authorised and regulated by the FCA, is acting exclusively for Clinigen as financial adviser and joint broker in relation to the Acquisition and other matters referred to in this Announcement and is not acting for any other person in relation to such matters. Numis will not be responsible to anyone other than Clinigen for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any matter or arrangement referred to herein.

RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority and is a subsidiary of the Royal Bank of Canada, is acting exclusively for Clinigen as joint broker in relation to the Acquisition and other matters referred to in this Announcement and is not acting for any other person in relation to such matters. RBC will not be responsible to anyone other than Clinigen for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any matter or arrangement referred to herein.

N+1 Singer, which is authorised and regulated by the FCA, is acting exclusively for Quantum as its financial adviser for the purposes of Rule 3 of the Takeover Code in relation to the Acquisition and other matters referred to in this Announcement and is not acting for any other person in relation to such matters. N+1 Singer will not be responsible to anyone other than Quantum for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the content of this Announcement or any matter or arrangement referred to herein.

BGL, which is authorised and regulated by the Financial Industry Regulatory Authority in the United States, is acting exclusively for Quantum as its financial adviser in relation to the Acquisition and other matters referred to in this Announcement and is not acting for any other person in relation to such matters. BGL will not be responsible to anyone other than Quantum for providing the protections afforded to clients of BGL or for providing advice in relation to the content of this Announcement or any matter or arrangement referred to herein.

Publication of certain documents in connection with the Acquisition

This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This Announcement does not constitute a prospectus or prospectus equivalent document. The Acquisition will be effected solely by means of the Scheme Document which, together with the Forms of Proxy (in respect of Quantum Shareholders holding their shares in certificated form), will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

In accordance with normal UK practice and subject to the provisions of the Takeover Code, Clinigen or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Quantum Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Acquisition Offer, if applicable) becomes effective, lapses or is otherwise withdrawn.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

It is expected that the formal Scheme Document (including notices of the Meetings), together with (in the case of Quantum Shareholders who hold their shares in certificated form) the relevant Forms of Proxy, will be posted to Quantum Shareholders (and, for information only, to Quantum Share Scheme Participants) as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel. Those documents will be also made available at the same time on Clinigen's website at www.clinigengroup.com and on Quantum's website www.quantumpharmagroup.com. Notwithstanding the above, those documents will not be posted into, or made available within, a Restricted Jurisdiction and may not be capable of being accessed by Restricted Overseas Persons. Quantum urges Quantum Shareholders to read the Scheme Document, when it becomes available, in its entirety because it will contain important information in relation to the Acquisition, the New Clinigen Shares and the Enlarged Group. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Publication of this Announcement on websites and availability of hard copies

A copy of this Announcement will be available free of charge, subject to certain restrictions relating to Restricted Overseas Persons, on Quantum's website at www.quantumpharmagroup.com and on Clinigen's website www.clinigengroup.com by no later than noon (London time) on the day following this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this Announcement.

You may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement), free of charge, by contacting N+1 Singer during business hours on +44 207 496 3000 or by submitting a request in writing to N+1 Singer at 1 Bartholomew Lane, London, EC2N 2AX.  Calls are charged at the standard geographic rate and will vary by provider.  Calls outside the United Kingdom will be charged at the applicable international rate.  Lines will be open between 9.00 am to 5.00 pm, Monday to Friday excluding public holidays in England and Wales.  Unless you make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to you.  You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition be in hard copy form.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Quantum Shares in respect of the Scheme at the Meetings, to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This Announcement has been prepared for the purpose of complying with English law and the Takeover 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 the United Kingdom.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Acquisition Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any Restricted Jurisdiction.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. 

This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Please be aware that addresses, electronic addresses and certain other information provided by Quantum Shareholders, persons with information rights and other relevant persons for the receipt of communications from Quantum may be provided to Clinigen during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.

Notice to US investors

The Acquisition relates to the shares of an English company that is not registered under the US Securities Exchange Act of 1934 (the "US Exchange Act") and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. If, in the future, Clinigen exercises the right to implement the Acquisition by way of a takeover offer and decides to extend the offer into the United States, the Acquisition Offer will be made in compliance with applicable US laws and regulations including the applicable provisions of the tender offer rules under the US Exchange Act, to the extent applicable. Financial information included (or incorporated by reference) in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Any securities to be issued in connection with the Acquisition have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from, or transactions not subject to, the registration requirements of the United States. It is expected that the New Clinigen Shares will be issued in reliance upon the exemption from such registration provided by Section 3(a)(10) of the US Securities Act. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the US Securities Act) of Clinigen or Quantum prior to, or of the Enlarged Group after, the Effective Date will be subject to certain transfer restrictions relating to the New Clinigen Shares received in connection with the Acquisition.

It may be difficult for US holders of Quantum Shares to enforce their rights and any claim arising out of US federal laws, since Clinigen and Quantum are located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Quantum Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Cautionary note regarding forward-looking statements

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Quantum Group, the Clinigen Group and/or the Enlarged Group and certain plans and objectives of the Boards of Quantum and Clinigen. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by the Boards of Quantum and/or Clinigen in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Quantum nor Clinigen assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Clinigen or Quantum, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Clinigen or Quantum, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 p.m. (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 securities exchange 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 of the Takeover Code). 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 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.

Right to switch to an Acquisition Offer

Clinigen reserves the right, at its sole discretion, to elect to implement the Acquisition by means of an Acquisition Offer for the entire issued and to be issued share capital of Quantum and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to an Acquisition Offer (subject, in each case, to Panel consent).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosures

In accordance with Rule 2.9 of the Takeover Code, Clinigen confirms that as at close of business on 12 September 2017 (being the last Business Day prior to the date of this Announcement), it has in issue 115,160,923 ordinary shares of 0.1 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00B89J2419.

In accordance with Rule 2.9 of the Takeover Code, Quantum confirms that as at close of business on 12 September 2017 (being the last Business Day prior to the date of this Announcement), it has in issue 169,117,640 ordinary shares of 10 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00BRTL8Q42.

 

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014

 

 

13 September 2017

 

RECOMMENDED ACQUISITION OF


QUANTUM PHARMA PLC

BY

CLINIGEN GROUP PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1.             Introduction

Further to Quantum's announcement on 16 August 2017 and Clinigen's announcement on 17 August 2017, the Boards of Quantum and Clinigen are pleased to announce that they have reached agreement on the terms of a recommended acquisition pursuant to which Clinigen will acquire the entire issued and to be issued ordinary share capital of Quantum.  It is currently intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement of Quantum under Part 26 of the Companies Act.

The Acquisition is subject to the further terms and conditions set out in Appendix 1 of this Announcement and to be set out in the Scheme Document.

2.             The Acquisition

Under the terms of the Acquisition and pursuant to the Scheme, which is subject to the Conditions and the further terms summarised below and in Appendix 1 of this Announcement and to the full terms and conditions set out in the Scheme Document, each Quantum Shareholder will be entitled to receive:

for each Quantum Share held: 37 pence in cash and 0.0405 New Clinigen Shares.

The Acquisition values each Quantum Share at approximately 82 pence, and Quantum's fully diluted share capital at approximately £150.3 million, based on the Closing Price of 1,111 pence per Clinigen Share on 12 September 2017 (being the last Business Day prior to the publication of this Announcement).

The consideration payable under the Acquisition represents a premium of approximately:

·     23.5 per cent. to the Closing Price per Quantum Share of 66.38 pence on 12 September 2017 (being the last Business Day prior to the publication of this Announcement);

·    26.2 per cent. to the Closing Price per Quantum Share of 65.00 pence on 15 August 2017 (being the Business Day prior to the commencement of the Offer Period;

·      46.1 per cent. to Quantum's average share price of 56.12 pence in the three months prior to the commencement of the Offer Period; and

·     64.7 per cent. to Quantum's average share price of 49.79 pence in the six months prior to the commencement of the Offer Period.

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Quantum in respect of the Quantum Shares on or after the date of this Announcement and prior to the Scheme becoming Effective, Clinigen will have the right to reduce the value of the consideration payable for each Quantum Share by up to the amount per Quantum Share of such dividend, distribution or return of value.

It is expected that the Scheme Document, containing further information about the Acquisition (including the expected timetable of events and notices of the Meetings), will be published as soon as practicable and, in any event, within 28 days of this Announcement.

The Acquisition is conditional on, amongst other things, the Scheme becoming Effective no later than the Long Stop Date.

If the Scheme becomes Effective:

·    it will result in the issue of 6,849,264 New Clinigen Shares to Quantum Shareholders, which, assuming no further Clinigen Shares are issued between the date of this Announcement and the Scheme becoming Effective, would result in Quantum Shareholders holding approximately 5.6 per cent. of the Enlarged Company and Clinigen's issued share capital increasing by 5.9 per cent., and in the holdings of existing Clinigen Shareholders being diluted, such that they will hold approximately 94.4 per cent. of the issued share capital of the Enlarged Company;

·      the New Clinigen Shares, to be issued to Quantum Shareholders, will be issued credited as fully paid up and will rank pari passu in all respects with the existing Clinigen Shares in issue. In such circumstances, it is anticipated that, subject to certain restrictions, the New Clinigen Shares will be issued to Scheme Shareholders on the register at the Scheme Record Time. Fractions of New Clinigen Shares will not be allotted or issued pursuant to the Scheme directly to Scheme Shareholders and all fractional entitlements will instead be aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of sale shall be paid to the relevant Scheme Shareholders in due proportions (rounded down to the nearest penny). However, individual entitlements to amounts of less than £2.50 will not be paid to Scheme Shareholders but will instead be retained for the benefit of Clinigen; and

·     applications will be made to the London Stock Exchange for the New Clinigen Shares to be admitted to trading on AIM, as further detailed below.  

 

3.             Quantum Board recommendation

The Quantum Directors, who have been so advised by N+1 Singer, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Quantum Directors, N+1 Singer have taken into account the commercial assessments of the Quantum Directors. N+1 Singer is providing independent financial advice to the Quantum Directors for the purposes of Rule 3 of the Takeover Code.

The Quantum Directors consider that the Acquisition is in the best interests of Quantum Shareholders as a whole and, accordingly, intend unanimously to recommend that Quantum Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting (as they have irrevocably undertaken to do in respect of their own beneficial shareholdings, to the extent referred to in paragraph 6 below and in Appendix 3 to this Announcement) or, if (with the consent of the Panel), Clinigen exercises its right to implement the Acquisition by way of an Acquisition Offer, to accept or procure acceptances of such Acquisition Offer.

N+1 Singer has given and not withdrawn its consent to the inclusion in this Announcement of references to its advice to the Quantum Directors in the form and context in which they appear.

4.             Background to, and reasons for, the Acquisition

Clinigen has successfully followed an ambitious growth strategy combining strong organic growth with strategically targeted acquisitions on a global basis. The Clinigen Board believes that the Acquisition of Quantum fits well with and will enhance Clinigen's strategy to be the global leader in ethical access to unlicensed and licensed medicines.

The Clinigen Board believes that Quantum's business is highly complementary to Clinigen's existing strategies within its unlicensed and commercial businesses and in particular to its global UL2L operations. In addition, the Acquisition consolidates Clinigen's status as the global leader in ethical access to unlicensed medicines with the addition of Quantum's UK leading unlicensed business.

The Clinigen Board believes that the Acquisition, which is expected to be immediately earnings accretive, will drive strong returns for the shareholder base of the Enlarged Group for the following reasons:

·     Quantum's UL2L capabilities will add significantly to Clinigen's existing UL2L activities and will fast track Clinigen's global UL2L strategy.

·      Clinigen will provide an immediate global reach for Quantum's products and pipeline, especially in the AAA region.

·    Quantum's capabilities in Continental Europe will enable Clinigen to develop and further expand its European footprint.

·     The ability to capitalise on and grow Quantum's UK leading unlicensed business.

·     There are immediate financial benefits and a sound cultural fit between the two businesses.

Quantum also has a non-UL2L portfolio and pipeline of niche generics and generic products.  Niche generics are products where although Quantum will not have the same first mover advantage as with UL2L products, Quantum believes there is a market opportunity it can access without a significant sales or marketing capability.  The larger generic products in the portfolio and pipeline will typically be commercialised in partnership with third party companies to realise their full potential and accelerate access to revenues through revenue-sharing agreements.

The Clinigen Board believes that the Acquisition represents a compelling proposition for Quantum Shareholders offering an attractive price combining 45.1 per cent. cash and 54.9 per cent. in Clinigen Shares, thereby allowing Quantum Shareholders the opportunity to crystallise a proportion of their investment in Quantum and also the opportunity to share in the future potential of the Enlarged Group.

5.             Background to, and reasons for, recommending the Acquisition

The Quantum Directors believe the Acquisition is in the best interests of both Quantum and its shareholders and, therefore, intend unanimously to recommend that Quantum Shareholders vote in favour of the Scheme.

In October 2016, following a period of underperformance, a new leadership team was appointed. A strategic review was carried out, which provided the platform for a successful £15 million equity placing at a price of 34 pence per new ordinary share to recapitalise the Quantum Group. The key conclusions of the strategic review were that:

·     The Quantum Group's core unlicensed medicines business (Specials) remained strong and cash       generative;

·    Market data continued to support the value of the Quantum Group's UL2L pipeline;

·  A simplified business, primarily focused on specials and the Quantum Group's UL2L platform, offered the best opportunity for growth and value creation;

·    Further opportunities existed to reduce the Quantum Group's cost base; and

·    A lower level of net debt would help to support the further growth of the refocused business.

 

Since that time, much of the foundation work to position the Quantum Group for future growth and profit improvement has been completed. The business has been rebased, the business model re-engineered, the Niche Pharmaceuticals division transformed and the underperforming and loss-making NuPharm Laboratories Limited has been closed, and other marginal activities have either been sold (in the case of Total Medication Management Services Limited, trading as Biodose Services) or discontinued. The resultant Quantum Group has therefore been simplified and is focused on its core strategy of providing unlicensed medicines and developing a pipeline of unlicensed medicines to become licensed.

As a result of executing these steps, the Quantum Group reported strong progress both financially and strategically within its recently announced interim results for the six months ended 31 July 2017 and reported that the Quantum Group had good momentum going into the second half of the financial year. The Quantum Group reported that the next steps of the Quantum Group's strategic plan were underway with a focus on delivering the current pipeline, maximising the value in its licensed product portfolio and exploiting international opportunities.

The maximisation of value within the Quantum Group's existing portfolio of licensed products involves continuing the Quantum Group's existing activities in largely the same manner, which offers limited scope to deliver a significant change in the Quantum Group's trading performance in the short-term. The Quantum Board recognises that Quantum's current pipeline of in excess of 35 UL2L and niche generic products provides significant potential to deliver a step-change in profitability over a 24 - 36 month timescale.  In the near term the Quantum Group is focusing on the development of its largest specials, where it is able to defend its existing business and grow its market share further. However, having reprioritised the Quantum Group's development pipeline as part of the strategic review, the potential step change from those products is unlikely to start to be delivered before the Quantum Group's financial year ending 31 January 2020.

The Board also believes that there is significant potential value upside deliverable from developing the Quantum Group's business internationally both in terms of its existing licensed products and pipeline (export or licence extensions) and by replicating its UL2L model in other markets in the medium to long term.  Quantum is at a crossroads, where its strategic imperative is to find the right partner or partners who can help this internationalisation through access to data and distribution channels, and the Board is pleased that Clinigen has acknowledged the opportunity to accelerate this process by exploiting Clinigen's existing international footprint and sales channels. The Quantum Board's assessment is that the commercial fit between Clinigen and Quantum is sufficiently strong to ensure that the Enlarged Group would have an opportunity to become the leading global UL2L business significantly more quickly than Quantum could as an independent entity.

However, the Quantum Board also accepts that the Quantum Group faces a number of significant risks and that the impact of any of those risks crystallising prior to its UL2L pipeline being monetised could be damaging for Quantum as an independent business entity, given its relative lack of scale and diversity.

Quantum's strategy is to be first to license the top specials in the UK in order to defend and grow its market position. Its proven expertise in this activity is a key differentiator of its business. However, UL2L developments are complex and can take up to 36 months to proceed through technical assessment, formulation, development and registration and there is always the potential for pipeline delays. The Board is aware that competitors will also be looking to develop some of the products in Quantum's pipeline and it is in the nature of the licensing process that Quantum has no visibility on their competitors' progress or likelihood of success. Accordingly, there is an ever-present risk that a competitor licenses one or more of these products before Quantum and the impact on the Quantum Group's future prospects of such activity could be material.

The most significant risks facing the Quantum Group are:

·     competitor businesses license one or more of its top specials before it does;

·     a competitor licenses one or more of its existing licensed products whilst the Quantum Group continues to build out its UL2L portfolio and materially impacts on its current market position as a result, particularly as the Quantum Group's largest UL2L launch to date is a significant contributor to the Quantum Group's profitability; and

·    the potential impact on profitability in Quantum's Specials division of regulatory change or pricing pressure, in particular, the addition of further unlicensed products into the NHS pricing tariff structure or change in sales mix driven by shifts in demand from non-tariff to tariff lines.

It is against this background of material opportunity offset by material risk that the Quantum Board has considered the merits of the Acquisition. The Board's unanimous conclusion is that:

·   the Acquisition represents a major opportunity to accelerate the development of the Quantum Group with associated opportunities for its employees;

·    the potential impact of the significant business risks highlighted above will be much reduced as part of a combined entity, due to the scale and spread of activities of the Clinigen Group;

·    the terms of the Acquisition strike a fair balance between the risks and rewards which exist at this stage in the evolution of the Quantum Group and having regard to the fact that the earliest likely date for delivering a step-change in Quantum's profitability on a standalone basis is during the Quantum Group's financial year ending 31 January 2020; and

·     that the combined cash and share consideration proposed by Clinigen has the additional attraction that it delivers an immediate and certain cash return in excess of the cash price per share at which investors supported the recapitalising of the Quantum Group in late 2016, together with an opportunity to participate in the future growth of the enlarged Clinigen Group through the ownership of New Clinigen Shares.

 

6.             Irrevocable undertakings and Letters of Intent

Clinigen has received irrevocable undertakings from certain Quantum Shareholders to vote, or procure the vote, in favour of the Scheme at the Court Meeting and/or, as relevant, in favour of the Special Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of an Acquisition Offer, to accept, or procure acceptance of, the Acquisition Offer) as follows:

·     in favour of the Scheme at the Court Meeting and Special Resolution to be proposed at the General Meeting, from all those Quantum Directors who hold Quantum Shares, in respect of their own beneficial holdings amounting, in aggregate, to 494,412 Quantum Shares, representing approximately 0.29 per cent. of the existing issued share capital of Quantum; and 

·     in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting, from certain other Quantum Shareholders, in respect of, in aggregate, 25,010,725 Quantum Shares representing, respectively, approximately 14.8 per cent. of the existing issued share capital of Quantum.

In addition, Clinigen has received letters of intent from certain Quantum Shareholders in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of an Acquisition Offer, to accept, or procure acceptance of, the Acquisition Offer) in respect of, in aggregate, 6,602,092 Quantum Shares representing approximately 3.9 per cent. of the existing issued share capital of Quantum.

In aggregate, therefore, Clinigen has received irrevocable undertakings or letters of intent to vote in favour of the Scheme at the Court Meeting in respect of a total of 32,107,229 Quantum Shares, representing approximately 19.0 per cent. of the existing issued ordinary share capital of Quantum on 12 September 2017 (being the latest practicable date prior to the date of this Announcement) and irrevocable undertakings or letters of intent to vote in favour of the Special Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of an Acquisition Offer, to accept, or procure acceptance of the Acquisition Offer) in respect of a total of 32,107,229 Quantum Shares, representing approximately 19.0 per cent. of the existing issued share capital of Quantum on 12 September 2017 (being the last practicable date prior to the publication of this Announcement).

Further details of the irrevocable undertakings and letters of intent, including the circumstances in which the irrevocable undertakings cease to be binding, are set out in Appendix 3 to this Announcement.

7.             Financing of the Acquisition

It is estimated that the cash consideration payable by Clinigen under the terms of the Acquisition will be approximately £70.4 million (assuming a cash cancellation of all options). In relation to the cash consideration payable Clinigen has entered into an amendment of its existing facilities being provided by the Lenders which includes provisions for the availability of an incremental facility of £78 million in order to satisfy the cash consideration payable pursuant to the Acquisition. Further details of the financing agreements will be included in the Scheme Document. The remaining consideration will be satisfied by the issue of New Clinigen Shares to the Scheme Shareholders.

Numis, acting as financial adviser to Clinigen, has confirmed that it is satisfied that sufficient resources are available to Clinigen to satisfy, in full, the aggregate cash consideration payable to Quantum Shareholders under the terms of the Scheme.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

8.             Offer related arrangements - confidentiality agreements

Clinigen and Quantum entered into a confidentiality agreement dated 28 July 2017 pursuant to which Clinigen has undertaken, inter alia, to keep certain information relating (i) to the Acquisition; and (ii) to Quantum, confidential and not to disclose such information to third parties, except (a) to certain permitted disclosees for the purposes of evaluating the Acquisition or (b) if required by applicable laws or regulations. These confidentiality obligations will remain in force until completion of the Acquisition or, if the Acquisition fails to complete, three years from the date of the mutual confidentiality agreement.

Quantum and Clinigen entered into a confidentiality agreement dated 1 September 2017 pursuant to which Quantum has undertaken, inter alia, to keep certain information relating (i) to the Acquisition; and (ii) to Clinigen, confidential and not to disclose such information to third parties, except (a) to certain permitted disclosees for the purposes of evaluating the Acquisition or (b) if required by applicable laws or regulations. These confidentiality obligations will remain in force until completion of the Acquisition or, if the Acquisition fails to complete, three years from the date of the mutual confidentiality agreement.

9.             Information on Quantum   

Quantum is a public company quoted on the AIM market of the London Stock Exchange (AIM: QP) with its head office at Burnopfield, County Durham and a current market capitalisation of approximately £112.3 million (as at 12 September 2017, being the Business Day prior to the date of publication of this Announcement). Quantum is a service led, niche pharmaceutical developer, manufacturer and supplier to the retail pharmacy, pharmaceutical wholesaler and hospital markets.  Quantum operates through two divisions - Specials and Niche Pharmaceuticals - offering a portfolio of innovative and complementary products and services and incorporating seven primary business units across six sites in the UK and mainland Europe.

Specials comprises five primary business units (Quantum Pharmaceutical Limited, UL Medicines Limited, Quantum Aseptics Services, Pern Consumer Products Limited and Protomed Limited), which primarily manufacture, procure and supply unlicensed medicines (specials) and special obtains.  In response to a request from a prescriber for a bespoke medicine or special product to optimise patient treatment, the division primarily manufactures, procures and supplies bespoke specials; batch made specials; aseptically prepared sterile intravenous medicines; imported medicines and special obtain products.  With an expansive portfolio of products, Quantum is a trusted partner to the majority of large retail pharmacy chains in the UK, as well as pharmaceutical wholesalers and hospitals.  Following the sale of Total Medication Management Services Limited (trading as Biodose Services) in June 2017 and the cessation of the Medication Adherence division, Quantum's Protomed activity is also included within the Specials division.

Niche Pharmaceuticals comprises two business units (Colonis Pharma and  Lamda Pharma) which develop and commercialise niche pharmaceuticals.  This division is a product development and commercialisation business focusing on taking unlicensed medicines and niche generics through the regulatory pathway in order to obtain licences for them.  The division has a growing portfolio and pipeline of products that fit this unlicensed to licensed pathway.

In the financial year ended 31 January 2017, Quantum reported revenue of £88.8 million (2016 £69.2 million), adjusted EBITDA of £10.1 million (2016 £12.5 million) and a loss for the year on continuing operations of £9.1 million (2016 profit of £5.9 million). Shareholders' funds at 31 January 2017 were £46.6 million (31 January 2016 £55.5 million).

Following the sale of Total Medication Management Services Limited in June 2017, the results for the financial year ended 31 January 2017 were restated in the announcement containing the results for the six months ended 31 July 2017 (which are unaudited) to remove the contribution of Total Medication Management Services Limited from Quantum's continuing operations. Revenue from continuing operations was therefore restated to £66.3 million and the loss for the year on continuing operations to £8.8 million.

In the results for the six months ended 31 July 2017 (which are unaudited), Quantum reported revenue from continuing operations of £36.2 million (H1 2017 £32.1 million) and adjusted EBITDA of £5.7 million (H1 2017 £4.7 million). Shareholders' funds at Quantum's half year end, 31 July 2017, were £50.3 million (H1 2017 £55.6 million).

10.          Information on Clinigen and the Clinigen Group

Clinigen is a global pharmaceutical and services company with a unique combination of businesses focused on providing access to medicines. The Clinigen Group was admitted to trading on the AIM market of the London Stock Exchange (AIM: CLIN) in September 2012 and currently has a market capitalisation of approximately £1.28 billion (as at 12 September 2017, being the Business Day prior to the date of publication of this Announcement). Clinigen's main offices are in Burton on Trent, Staffordshire.

Clinigen's mission is to deliver the right medicine to the right patient at the right time through three areas of global medicine supply; Clinical Trial Services ("CTS"), Unlicensed Medicines and Commercial (Licensed) Medicines.

In CTS, Clinigen is the global market leader in the specialist supply and management of quality-assured comparator medicines and services to clinical trials and Investigator Initiated Trials. With its Unlicensed Medicines business, Clinigen is the global leader in ethically sourcing and supplying unlicensed medicines to hospital pharmacists and physicians for patients with a high unmet medical need. The  Clinigen Group manages early access programmes to innovative new medicines and provides on demand access globally to medicines which remain unlicensed at the point of care. Its Commercial Medicines business is focused on acquiring the global rights to niche hospital only and critical care products, revitalising these assets around the world and returning them back to sustained growth. Clinigen also provides access to licensed and branded generic medicines in the AAA region.

In the financial year ended 30 June 2016, Clinigen reported gross profit of £96.1 million (2015 £53.7 million) and adjusted EBITDA of £56.0 million (2011 £32.3 million).  Reported earnings per share were 11.9 pence (2015 6.5 pence), adjusted earnings per share were 35.0 pence (2015 28.0 pence) and dividends per Clinigen share were 4.0 pence (2015 3.4 pence). Shareholders' funds at 30 June 2016 were £236.5 million (31 June 2015 £204.6 million).

In the six months ended 31 December 2016, Clinigen reported gross profit of £58.0 million (H1 2015 £40.3 million) and adjusted EBITDA of £30.0 million (H1 2015 £22.4 million). Shareholders' funds at Clinigen's half year end, 31 December 2016, were £238.4 million.

 

Clinigen expects to announce its full year results for the 12 months ended 30 June 2017 on 28 September 2017.

11.          Current trading and prospects

Quantum

The following wording is extracted from the unaudited interim results of Quantum for the six months ended 31 July 2017 announced on 22 August 2017:

"The Group has made strong progress both financially and strategically during the period. Group adjusted EBITDA has increased 23% to £5.7m as a result of the strategic actions we have taken. The performance of Niche in particular has been transformed, contributing £1.8m of adjusted EBITDA in the period, 28% of Group adjusted EBITDA (before central costs), compared to a reported £0.2m loss in H1 2017. As a focused and simplified business we now benefit from a higher quality of earnings and we expect our adjusted EBITDA margin to continue to grow over the medium term, as we expand our portfolio of licensed products.

Our strategy is to be first to license the top specials in the UK in order to defend and grow our market position. Over the next 24-36 months we expect to drive significant growth through the development of the bulk of our UK pipeline and at the same time deliver better value to the NHS provided that we are successful in being first to market. The licensing strategy has already driven transformational performance in the Niche division within the period, and the Group is well-positioned to maximise its potential in the UK and also to explore international markets where we aim to leverage the global UL2L opportunity.

The pipeline currently contains over 35 product developments, of which over 70% are UL2L opportunities. As it progresses through the various stages of development, our confidence in the deliverability and value of the pipeline is increasing.

The Group will shortly make the licence submission to the MHRA for the first strength of the largest product in our pipeline by market potential. If we succeed in being first to market with a licence for this product it would be a significant step for the Group. This is a complex development and registration process and as such the precise timing of an approval will be difficult to predict.

The Board believes that a significant opportunity exists to replicate our UL2L business model internationally over the medium term. Access to data and distribution channels will be critical to the successful execution of this part of our strategy, just as it has been for our UK programme. The rapid progress made in simplifying the business and the resultant performance benefits has allowed us to initiate this strategy ahead of plan, and we are in discussions with a number of potential partners across several targeted territories.

The Group has good momentum going into the second half of the year. The benefits of our simplification strategy are clear to see in a strong set of results that demonstrate the substantial increase in the profitability of our business. The next steps of our strategic plan are underway with a focus on delivering the current pipeline, maximising the value in our licensed product portfolio and exploiting international opportunities."

Save as set out above, there has been no significant change in the financial or trading position of Quantum since 31 July 2017, being the end of the last half-year financial period for which unaudited interim results of Quantum has been published.

Clinigen

The following wording is extracted from the trading update announced by Clinigen on 18 July 2017, for Clinigen's financial year ended 30 June 2017 (with references to "Group" in this extract being references to the Clinigen Group):

"Overall the Group has traded in line with the Board's expectations and all operations are well positioned to drive good growth in the current financial year.

Following the completion of the Link earn-out and subsequent closer integration of Link into the Group, the performance of the business will be reported as three operations; CTS, Unlicensed Medicines, and Commercial Medicines. This structure reflects how Clinigen operates in practice and will allow the Group to better capitalise on our market leading positions and expanded geographical footprint.

Gross profit, viewed as the best measure of top line growth, is expected to increase by around 22 per cent. compared to last year, driven by organic growth across all operations, a full year's contribution from Link and currency benefits following the depreciation of Sterling.

Revenues increased around 7 per cent. excluding the effect of the change in mix in Managed Access towards programmes where the product is provided by the pharmaceutical client free of charge, and the termination of a large Global Access low margin commercial contract, which was inherited with the Idis acquisition. This revenue growth is lower than the growth in gross profit primarily due to the change in mix in CTS towards higher margin products and activity. Reported revenue decreased around 11 per cent.

CTS, representing around 19 per cent. of Group gross profits, delivered another year of excellent growth. It continues to add complementary services to the core business to respond to the increased demand from clients requiring more global and complex solutions.

Unlicensed Medicines, encompassing the Managed Access, Global Access and the unlicensed business within the Link division, represents around 42 per cent. of Group gross profit. This part of the business delivered strong growth with the highlight being outstanding growth in the Africa and Asia Pacific region.

Commercial Medicines, encompassing the Specialty Pharma division and the commercial business of the Link division, representing around 39 per cent. of Group gross profits, delivered another excellent year of progress.

Foscavir was an important driver of growth and Ethyol stepped up in the second half benefiting from the strategic partnership with Cumberland in the US. The Group's dexrazoxane portfolio comprising Cardioxane, Savene and Totect, performed as expected, with Totect achieving FDA approval in the final quarter in the US.

As announced in May 2017, a key development was the positive CHMP opinion to modify the current product information for Cardioxane. It is expected that the European Commission will accept the CHMP opinion and will issue its approval shortly. As a result of the approval, physicians will be able to consider use of Cardioxane in paediatric patients where high dose anthracycline therapy is planned. The approval is expected to step up usage of Cardioxane in the medium term and further demonstrates Clinigen's ability to revitalise acquired products.

Excellent progress was made in the Africa and Asia Pacific region, building sales from Link's existing commercial portfolio and from the strategy of converting unlicensed medicines to licensed medicines.

Group overheads are expected to increase in line with budget as the Group continues to strengthen the infrastructure and management team to support its long term growth ambitions. The implementation of the Group's ERP system, which will make the business more efficient and scalable, is progressing to plan.

Cash flow performance was significantly stronger in the second half of the year.  As a result, net debt has decreased to around £35.0 million as at 30 June 2017 from £70.9 million as at 31 December 2016. It is estimated that the deferred cash consideration on the Link acquisition, payable in October 2017, will be in the region of £40.0 million."

Since Clinigen's trading update on 18 July 2017, current trading has continued in line with management's expectations and the outlook for the full year remains unchanged.

12.          The Structure of the Acquisition

It is intended that the Acquisition will be effected by means of a Court‑sanctioned scheme of arrangement between Quantum and the Scheme Shareholders under Part 26 of the Companies Act although Clinigen reserves the right (subject to Panel consent) to implement the Acquisition as an Acquisition Offer. 

The purpose of the Scheme is for Clinigen to become the holder of the entire issued and to be issued ordinary share capital of Quantum.  Following the Scheme becoming Effective, the Scheme Shares will be transferred to Clinigen, in consideration for which Scheme Shareholders whose names appear on the register of members of Quantum at the Scheme Record Time, will receive 37 pence in cash and 0.0405 New Clinigen Shares for each Scheme Share of which they are the holder on the basis set out in paragraph 2 of this Announcement.

Quantum Shares issued after the Scheme Record Time will not be subject to the Scheme.  Accordingly, it is proposed that the Quantum Articles be amended so that Quantum Shares issued after the Scheme Record Time other than to Clinigen will be automatically acquired by Clinigen on the same terms as under the Scheme (except  where such Quantum Shares are issued pursuant to the exercise of options granted under the Quantum Shares Schemes, such Ordinary Shares will be acquired by Clinigen on terms equivalent to the terms of the Scheme).

Conditions to the Scheme

The implementation of the Scheme will be subject to the Conditions and the further terms referred to in Appendix 1 to this Announcement and to be included in the Scheme Document. The Conditions set out in Appendix 1 to this Announcement include:

·    a resolution to approve the Scheme being passed by a majority in number of the Quantum Shareholders who are present and vote (and who are entitled to vote) at the Court Meeting (or any adjournment thereof), either in person or by proxy, representing not less than 75 per cent. in value of the Quantum Shares voted by the Quantum Shareholders; 

·      the resolutions required to approve and implement the Scheme (including, without limitation, the Special Resolution), being passed by the requisite majority of Quantum Shareholders at the General Meeting; 

·     the Scheme being sanctioned (with or without modification, on terms agreed by Clinigen and Quantum), by the Court; 

·      a copy of the Scheme Court Order being delivered to the Registrar of Companies;

·     the London Stock Exchange having acknowledged to Clinigen or its agent (and such acknowledgement not having been withdrawn) that the New Clinigen Shares will be admitted to trading on AIM; and 

·     the other conditions not otherwise identified above (but set out in the Scheme Document) either being satisfied or, with the exception of certain conditions which are not capable of waiver, waived.

The Court Meeting and the General Meeting

To become Effective, the Scheme requires (i) the approval at the Court Meeting by a majority in number of the Quantum Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. in value of the Quantum Shares voted; and (ii) the passing of the Special Resolution at the General Meeting by Quantum Shareholders representing at least 75 per cent. of the votes cast at the General Meeting (either in person or by proxy). The General Meeting will be held immediately after the Court Meeting.

The Scheme will lapse if, inter alia:

·    the Court Meeting, the General Meeting and the Scheme Court Hearing are not held by the 22nd day after the expected date of such Meetings to be set out in the Scheme Document (or such later date as may be agreed between Clinigen and Quantum); or

·    the Scheme does not become Effective by the Long Stop Date,

provided however, that the deadlines for the timing of the Court Meeting, the General Meeting, the Scheme Court Hearing and for the Scheme to become Effective as set out above may be waived by Clinigen.

Further details of the Scheme, including an indicative timetable for its implementation, notices of the Court Meeting and the General Meeting and the action to be taken by the Quantum Shareholders will be set out in the Scheme Document.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and the General Meeting.

13.          Dividends and dividend policy

Following the completion of the Acquisition, the Clinigen Board will remain committed to Clinigen's current sustainable and progressive dividend policy.

14.          Management, employees, locations of business and strategic plans

The Clinigen Board place great importance on the skills, knowledge and expertise of Quantum's existing management and employees and believes that they will, on the whole, benefit from enhanced career and business opportunities as part of the Enlarged Group.

The Clinigen Board intends that Quantum's businesses will, for a period following the Acquisition, be managed on a standalone basis whilst a detailed assessment is undertaken of how those businesses are best integrated within Clinigen's divisions and how Clinigen can maximise the commercial benefits that the Acquisition will bring. The Clinigen Board is confident that the integration of the two businesses can be achieved without undue disruption to the underlying operations of each business. In line with Clinigen's past practice, the Enlarged Group will over time seek to assimilate all of Quantum's businesses under the Clinigen Group brand.

The Enlarged Group's headquarters and registered office will be located at Clinigen's office at Pitcairn House, Crown Square, Centrum 100, Burton on Trent, Staffordshire DE14 2WW. Clinigen has no immediate plans in respect of Quantum's business locations but will review the position following the Acquisition.

Peter Allen will be the Non-Executive Chairman of the Enlarged Group. The Enlarged Group will be led by Clinigen's experienced Chief Executive Officer, Shaun Chilton. Quantum's non-executive directors intend to resign from the Quantum Board on the completion of the Acquisition. Clinigen has offered to Chris Rigg (Quantum's Chief Executive Officer) that upon successful completion of the Acquisition, he will join Clinigen's executive management team and be appointed as an executive Director on the Clinigen Board on a remuneration package broadly equivalent to his existing terms of employment with Quantum Pharma. It is envisaged that detailed terms for Chris Rigg's appointment in his new role will be agreed with him prior to the Effective Date.

Whilst cost reduction is not part of Clinigen's rationale for the Acquisition, the Clinigen Directors consider that there may be some limited areas of duplication of resource. Where there is overlap of resources, Clinigen's Directors will consider if there is scope for consolidation for the benefit of the Enlarged Group. This could involve some limited headcount reduction although, where possible, Clinigen will seek to redeploy those affected into suitable alternative roles. Clinigen has given assurances to the Quantum Directors that, following completion of the Acquisition, the existing employment and pension rights of Quantum's retained employees will be fully protected.

The Clinigen Board is not intending to make any changes in respect of the continued employment of its existing employees, or the management of the Clinigen Group, save as otherwise set out above.

In considering their intended recommendation, the Quantum Directors have given due consideration to Clinigen's stated intentions for management, employees and locations of Quantum and believe that the Acquisition represents an exciting opportunity for Quantum employees to advance their careers and skills in a business that, the Quantum Directors believe, could be a leading global pharmaceutical and services company.

15.          Overseas Shareholders

The availability of New Clinigen Shares issued pursuant to the Acquisition to persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons not resident in the United Kingdom should inform themselves about and observe any applicable legal requirements. It is the responsibility of each overseas Quantum Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document, the Forms of Proxy or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. If any overseas Quantum Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. In particular, the ability of persons who are not resident in the United Kingdom to vote their Quantum Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Quantum Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to Quantum Shareholders will be contained in the Scheme Document.

16.          Admission of New Clinigen Shares

Application will be made to the London Stock Exchange for the New Clinigen Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings for normal settlement will commence at 8.00 a.m. (London time) on the first Business Day after the Effective Date. 

The Clinigen Shares are already admitted to trading on AIM and enabled for electronic settlement through CREST.  It is expected that all of the New Clinigen Shares, when issued and fully paid, will be capable of being held and transferred by means of CREST.  The New Clinigen Shares will trade under ISIN GB00B89J2419.

17.          Quantum Share Schemes and Quantum Warrant

Appropriate proposals will be made to Quantum Share Scheme Participants and to the Quantum Warrant Holder.  Such persons will be sent separate letters in due course explaining the effect of the Acquisition on the options granted to them under the Quantum Share Schemes and Quantum Warrant and setting out the specific proposals being made in respect of their outstanding options and Quantum Warrant in connection with the Scheme.  In particular, (a) participants in the Quantum LTIP will be made a cash cancellation proposal made at a value equal to the value placed on each Quantum Share by the Acquisition but using the Closing Price of a Clinigen Share as at the last practicable date prior to posting of the letters to such participants and (b) the participants of the Quantum SAYE Scheme will be made an all cash proposal for the acquisition of their Quantum Shares arising from exercise of their options which will equal the value placed on each Quantum Share by the Acquisition.  Details of the effect of the Acquisition on such outstanding options and the Quantum Warrant will be set out in the Scheme Document.

18.          Cancellation of admission to trading on AIM of Quantum Shares and re-registration as a private limited company

Prior to the Scheme becoming Effective, an application will be made to the London Stock Exchange for admission of the Quantum Shares to trading on AIM to be cancelled on the first Business Day following the Effective Date. The last day of dealings in, and for registration of transfers of, Quantum Shares is expected to be at the close of business on the Business Day before the Effective Date. No dealings in Quantum Shares will be registered after this date.  

It is intended that the cancellation of admission of the Quantum Shares to trading on AIM will take effect on the first Business Day following the Effective Date. In addition, entitlements to Quantum Shares held within the CREST system will be cancelled and share certificates in respect of Scheme Shares will cease to be valid and should, if so requested by Quantum, be sent to Quantum for cancellation. It is also intended that shortly after the Effective Date, Quantum will be re-registered as a private limited company under the relevant provisions of the Companies Act.

Upon the Scheme becoming Effective, Clinigen (and/or its nominee(s)) will acquire the Scheme Shares fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of the Scheme Document.

19.          Reserving the right to implement the Acquisition by means of an Acquisition Offer

Clinigen has reserved the right to elect for the Acquisition to be implemented by way of an Acquisition Offer with (where necessary) the consent of the Panel. In this event, the Acquisition will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments, including (without limitation and subject to the consent of the Panel), an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as Clinigen may decide and/or the Panel may require). If Clinigen does elect to implement the Acquisition by way of an Acquisition Offer, and if sufficient acceptances of such Acquisition Offer are received and/or sufficient Quantum Shares are otherwise acquired, it is the intention of Clinigen to apply the provisions of sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily any outstanding Quantum Shares to which such offer relates.

20.          General

The bases of calculations and sources of certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. Certain terms used in this Announcement are defined in Appendix 4 to this Announcement.

The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this Announcement, and to be set out in the Scheme Document. The Scheme Document will include full details of the Scheme, together with notices of the Meetings and the expected timetable, and will specify the actions to be taken by Quantum Shareholders. The Scheme Document will be sent to Quantum Shareholders (other than Restricted Overseas Persons) as soon as reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel.

This Scheme will be governed by English law and be subject to the jurisdiction of the English courts and to the applicable rules and regulations of the FCA, the London Stock Exchange, the AIM Rules and the Takeover Code.

21.          Interests in Quantum Shares 

Save for the irrevocable undertakings referred to in paragraph 6 above and in Appendix 3 to this Announcement, as at the close of business on 12 September 2017, being the latest practicable date prior to the date of this Announcement, neither Clinigen nor any of the Clinigen Directors nor, so far as Clinigen or the Clinigen Directors are aware, any person acting in concert with Clinigen for the purposes of the Scheme, has an interest in or right to subscribe for, or has an arrangement in relation to, Quantum Shares or securities convertible or exchangeable into Quantum Shares, or has borrowed or lent or has any short position in relation to relevant securities of Quantum, whether such short position is conditional or absolute and whether in the money or otherwise (including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of the relevant securities). For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Quantum Shares which may be an inducement to deal or refrain from dealing in such shares.

22.          Publication of associated documents on websites

In accordance with Rule 26.2 of the Takeover Code, copies of the following documents will by no later than 12 noon (London time) on 14 September 2017 be published on www.quantumpharmagroup.com and www.clinigengroup.com until the end of the Offer Period:

·      a copy of this Announcement;

·    the irrevocable undertakings and letters of intent referred to above at paragraph 6 and in Appendix 3 to this Announcement;

·      the confidentiality agreements referred to above at paragraph 8; and

·     Clinigen's debt facility with the Lenders, which will be utilised to finance the cash consideration payable under the Acquisition, referred to above at paragraph 7.

The contents of the above websites, nor the contents of any other websites accessible from hyperlinks on such websites, are incorporated into or form part of, this announcement.

 

Contact Details

 

Clinigen Group plc

Tel: +44 (0) 1283 495010

Shaun Chilton, Group Chief Executive Officer

Martin Abell, Group Chief Financial Officer

Matt Parrish, Head of Investor Relations

 

 

 

Numis Securities Limited - Financial Adviser, Nominated Adviser and Joint Broker to Clinigen

Tel: +44 (0) 20 7260 1000

Michael Meade, James Black, Freddie Barnfield

 

 

 

RBC Capital Markets - Joint Broker to Clinigen

Tel: +44 (0) 20 7653 4000

Marcus Jackson, Elliot Thomas, Jack Wood

 

 

 

Instinctif Partners - PR Adviser to Clinigen

Tel: +44 (0) 20 7457 2020

Adrian Duffield / Melanie Toyne-Sewell / Alex Shaw

Email: clinigen@instinctif.com

 

 

Quantum Pharma plc

Tel: +44 (0) 1207 279 404

Chris Rigg, Chief Executive Officer

Gerard Murray, Chief Financial Officer

Craig Swinhoe, Group Strategic Projects Director

 

 

 

N+1 Singer - Financial Adviser for the purposes of Rule 3
of the Takeover Code, Nominated Adviser and Broker to Quantum

Tel: +44 (0) 20 7496 3000

Sandy Fraser, Nick Owen

 

 

 

Brown Gibbons Lang & Company - Financial adviser to Quantum

Tel: +1 312 658 4758

John Riddle

 

 

 

Buchanan - PR Adviser to Quantum

Tel: +44 (0) 20 7466 5000

Henry Harrison-Topham / Sophie Cowles

 

 

Important Notices

Numis, which is authorised and regulated by the FCA, is acting exclusively for Clinigen as financial adviser and joint broker in relation to the Acquisition and is not acting for any other person in relation to the Acquisition. Numis will not be responsible to anyone other than Clinigen for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any matter or arrangement referred to herein.

RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority and is a subsidiary of the Royal Bank of Canada, is acting exclusively for Clinigen as joint broker in relation to the Acquisition and is not acting for any other person in relation to the Acquisition. RBC will not be responsible to anyone other than Clinigen for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any matter or arrangement referred to herein.

N+1 Singer, which is authorised and regulated by the FCA, is acting exclusively for Quantum as its financial adviser for the purposes of Rule 3 of the Takeover Code in relation to the Acquisition and other matters referred to in this Announcement and is not acting for any other person in relation to such matters. N+1 Singer will not be responsible to anyone other than Quantum for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the content of this Announcement or any matter or arrangement referred to herein.

BGL, which is authorised and regulated by the Financial Industry Regulatory Authority in the United States, is acting exclusively for Quantum as its financial adviser in relation to the Acquisition and other matters referred to in this Announcement and is not acting for any other person in relation to such matters. BGL will not be responsible to anyone other than Quantum for providing the protections afforded to clients of BGL or for providing advice in relation to the content of this Announcement or any matter or arrangement referred to herein.

Publication of certain documents in connection with the Acquisition

This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This Announcement does not constitute a prospectus or prospectus equivalent document. The Acquisition will be effected solely by means of the Scheme Document which, together with the Forms of Proxy (in respect of Quantum Shareholders holding their shares in certificated form), will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

In accordance with normal UK practice and subject to the provisions of the Takeover Code, Clinigen or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Quantum Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Acquisition Offer, if applicable) becomes effective, lapses or is otherwise withdrawn.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Any information about such purchases will be disclosed as required in the UK and will be reported to a regulatory information service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

It is expected that the formal Scheme Document (including notices of the Meetings), together with (in the case of Quantum Shareholders who hold their shares in certificated form) the relevant Forms of Proxy, will be posted to Quantum Shareholders (and, for information only, to Quantum Share Scheme Participants) as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel. Those documents will be also made available at the same time on Clinigen's website at www.clinigengroup.com and on Quantum's website at www.quantumpharmagroup.com. Notwithstanding the above, those documents will not be posted into, or made available within, a Restricted Jurisdiction and may not be capable of being accessed by Restricted Overseas Persons. Quantum urges Quantum Shareholders to read the Scheme Document, when it becomes available, in its entirety because it will contain important information in relation to the Acquisition, the New Clinigen Shares and the Enlarged Group. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Publication of this Announcement on websites and availability of hard copies

A copy of this Announcement will be available free of charge, subject to certain restrictions relating to Restricted Overseas Persons, on Quantum's website at www.quantumpharmagroup.com and on Clinigen's website at www.clinigengroup.com  by no later than noon (London time) on the day following this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this Announcement.

You may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement), free of charge, by contacting N+1 Singer during business hours on +44 207 496 3000 or by submitting a request in writing to N+1 Singer at 1 Bartholomew Lane, London, EC2N 2AX.  Calls are charged at the standard geographic rate and will vary by provider.  Calls outside the United Kingdom will be charged at the applicable international rate.  Lines will be open between 9.00 am to 5.00 pm, Monday to Friday excluding public holidays in England and Wales.  Unless you make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to you.  You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition be in hard copy form.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Quantum Shares in respect of the Scheme at the Meetings, to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This Announcement has been prepared for the purpose of complying with English law and the Takeover 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 the United Kingdom.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Acquisition Offer (unless otherwise permitted by applicable law and regulation), the Acquisition Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Failure to comply with any such restrictions may constitute a violation of the securities laws of any Restricted Jurisdiction.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. 

This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Please be aware that addresses, electronic addresses and certain other information provided by Quantum Shareholders, persons with information rights and other relevant persons for the receipt of communications from Quantum may be provided to Clinigen during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.

Notice to US investors

The Acquisition relates to the shares of an English company that is not registered under the US Securities Exchange Act of 1934 (the "US Exchange Act") and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. If, in the future, Clinigen exercises the right to implement the Acquisition by way of a takeover offer and decides to extend the offer into the United States, the Acquisition Offer will be made in compliance with applicable US laws and regulations including the applicable provisions of the tender offer rules under the US Exchange Act, to the extent applicable. Financial information included (or incorporated by reference) in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Any securities to be issued in connection with the Acquisition have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from, or transactions not subject to, the registration requirements of the United States. It is expected that the New Clinigen Shares will be issued in reliance upon the exemption from such registration provided by Section 3(a)(10) of the US Securities Act. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the US Securities Act) of Clinigen or Quantum prior to, or of the Enlarged Group after, the Effective Date will be subject to certain transfer restrictions relating to the New Clinigen Shares received in connection with the Acquisition.

It may be difficult for US holders of Quantum Shares to enforce their rights and any claim arising out of US federal laws, since Clinigen and Quantum are located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Quantum Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Cautionary note regarding forward-looking statements

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Quantum Group, the Clinigen Group and/or the Enlarged Group and certain plans and objectives of the Boards of Quantum and Clinigen. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by the Boards of Quantum and/or Clinigen in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Quantum nor Clinigen assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Clinigen or Quantum, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Clinigen or Quantum, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 p.m. (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 securities exchange 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 of the Takeover Code). 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 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.

Right to switch to an Acquisition Offer

Clinigen reserves the right, at its sole discretion, to elect to implement the Acquisition by means of an Acquisition Offer for the entire issued and to be issued share capital of Quantum and to make appropriate amendments to the terms of the Acquisition arising from the change of structure from a Scheme to an Acquisition Offer (subject, in each case, to Panel consent).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosures

In accordance with Rule 2.9 of the Takeover Code, Clinigen confirms that as at close of business on 12 September 2017 (being the last Business Day prior to the date of this Announcement), it has in issue 115,160,923 ordinary shares of 0.1 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00B89J2419.

 

In accordance with Rule 2.9 of the Takeover Code, Quantum confirms that as at close of business on 12 September 2017 (being the last Business Day prior to the date of this Announcement), it has in issue 169,117,640 ordinary shares of 10 pence each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00BRTL8Q42.

 

 

APPENDIX 1

CONDITIONS TO THE IMPLEMENTATION, AND CERTAIN FURTHER TERMS, OF THE
SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Takeover Code, by no later than the Long Stop Date.

(A)          The Scheme will be conditional upon:

(i)         its approval by a majority in number of the Quantum Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting) and who represent 75 per cent. or more in value of the Quantum Shares voted at such meeting on or before the 22nd day after the expected date of the Court Meeting (or such later date, if any, as Clinigen and Quantum may agree and the Court allow);

(ii)        the Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting set out in the Scheme Document (or such later date as may be agreed by Quantum and Clinigen and the Court allow);

(iii)     the resolutions required to approve and implement the Scheme (including, without limitation, the Special Resolution) as set out in the notice of the General Meeting being duly passed by the requisite majority at the General Meeting (or at any adjournment of that meeting);

(iv)       the General Meeting being held on or before the 22nd day after the expected date of the General Meeting set out in the Scheme Document (or such later date, if any, as Clinigen and Quantum may agree and the Court allow); and

(v)      the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Clinigen and Quantum) and the delivery of an office copy of the Scheme Court Order to the Registrar of Companies.

In addition, the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

(B)       the London Stock Exchange having acknowledged to Clinigen or its agent (and such acknowledgement not having been withdrawn) that the New Clinigen Shares will be admitted to trading on AIM;

(C)     except as Fairly Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Quantum Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, which, in consequence of the Acquisition or because of a change in the control or management of Quantum or any other member of the Wider Quantum Group or otherwise, would or might reasonably be expected to result in (to an extent which is material in the context of the Wider Quantum Group taken as a whole):

(i)       any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)        any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(iii)      any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv)       the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member or any such mortgage, charge or security interest (whenever created, arising or having arisen) becoming enforceable;

(v)        the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi)       the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii)      any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii)     the creation or acceleration of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Quantum Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might result in any of the events or circumstances as are stated in paragraph (vii) of this Condition occurring;

(D)        no anti-trust regulator or Third Party having decided, threatened or given notice in writing to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order or change to public practice, and there not continuing to be outstanding any statute, regulation decision or order, or having taken any other steps which would or might reasonably be expected to (to an extent which is material in the context of the Wider Quantum Group or the Wider Clinigen, as the case may be, taken as a whole and save as Fairly Disclosed):

(i)         make the Scheme or the Acquisition or the proposed Acquisition of any Quantum Shares or other securities in, or control or management of, Quantum or any other member of the Wider Quantum Group or the carrying on by any member of the Wider Quantum Group of its business void, unenforceable or illegal or directly or indirectly restrict, prohibit, delay or otherwise interfere with the implementation of or impose additional conditions or obligations with respect to, or otherwise challenge, the Scheme or the Acquisition or the proposed Acquisition of any Quantum Shares or other securities in, or control or management of, Quantum or any other member of the Wider Quantum Group or the carrying on by any member of the Wider Quantum Group of its business;

(ii)        require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Clinigen Group or any member of the Wider Quantum Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(iii)     require, prevent or delay the divestiture by any member of the Wider Clinigen Group of any shares or other securities in any member of the Wider Quantum Group or the Wider Clinigen Group;

(iv)       impose any limitation on, or result in a delay in, the ability of any member of the Wider Clinigen Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Quantum Group or the Wider Clinigen Group or to exercise management control over any such member;

(v)        require any member of the Wider Quantum Group or the Wider Clinigen Group to relinquish, terminate or amend in any way any material contract to which any member of the Wider Quantum Group or the Wider Clinigen Group (as appropriate) is a party;

(vi)     otherwise adversely affect all or any of the business, assets, profits or prospects of any member of the Wider Clinigen Group or of any member of the Wider Quantum Group;

(vii)      make the Acquisition or its implementation or the acquisition or proposed acquisition by Clinigen or any member of the Wider Clinigen Group of any shares or other securities in, or control of, Quantum void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

(viii)     require any member of the Wider Clinigen Group or the Wider Quantum Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Quantum Group or the Wider Clinigen Group owned by any Third Party;

(ix)      impose any limitation on the ability of any member of the Wider Clinigen Group or any member of the Wider Quantum Group to co-ordinate or integrate its business, or any part of it, with the businesses of any other member of the Wider Clinigen Group or the Wider Quantum Group; or

(x)        result in any member of the Wider Clinigen Group or any member of the Wider Quantum Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods (including any extensions thereof) during which any such anti-trust regulator or Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition having expired, lapsed or been terminated;

(E)      all material notifications, filings or applications which are necessary or reasonably considered appropriate by Clinigen in connection with the Acquisition having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Clinigen Group of any shares or other securities in, or control of, Quantum and all material authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Clinigen or any member of the Wider Clinigen Group for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Quantum by any member of the Wider Clinigen Group having been obtained in terms and in a form reasonably satisfactory to Clinigen from all appropriate Third Parties or persons with whom any member of the Wider Quantum Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Quantum Group in any jurisdiction remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(F)          except as Fairly Disclosed, no member of the Wider Quantum Group having, since 22 August 2017:

(i)         save as between Quantum and wholly-owned subsidiaries of Quantum or for Quantum Shares issued pursuant to the exercise of options granted under the Quantum Share Schemes, issued or agreed to issue, authorised or proposed the issue of additional shares (or other securities) of any class;

(ii)      save as between Quantum and wholly-owned subsidiaries of Quantum issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii)    other than to another member of the Quantum Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise (excluding bonus payments to employees in the ordinary course of business);

(iv)      save for intra-Quantum Group transactions or pursuant to the Acquisition, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, reconstruction, amalgamation, scheme, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

(v)       save for intra-Quantum Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi)      issued or agreed to issue, authorised or proposed the issue of any debentures or, save in the ordinary course of business and save for intra-Quantum Group transactions, incurred or increased, or agreed to incur or increase, any material indebtedness or become, or agreed to become, subject to any material contingent liability;

(vii)      purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii)     implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive;

(ix)    entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materially restrictive on the businesses of any member of the Wider Quantum Group or the Wider Clinigen Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business;

(x)      entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which is material in the context of the Wider Quantum Group or in the context of the Acquisition;

(xi)       become unable, or admitted in writing that it is unable, to pay its debts as they fall due or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness or stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business or proposed or entered into any composition or voluntary arrangement with its creditors (or any class of them) or the filing at court of any documentation in order to obtain a moratorium prior to a voluntary arrangement or, by reason of actual or anticipated financial difficulties, commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness, in each case to an extent there is material in the context of the Wider Quantum Group, taken as a whole;

(xii)     (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xiii)     entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Quantum Group or the Wider Clinigen Group and which is material in the context of the Wider Quantum Group or the Wider Clinigen Group each taken as a whole, other than to a nature and extent which is normal in the context of the business concerned;

(xiv)   waived or compromised any claim otherwise than in the ordinary course of business where such waiver or compromise would have a material adverse effect on the financial position of the Wider Quantum Group taken as a whole or is material in the context of the Acquisition;

(xv)     entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

(xvi)     having made or agreed or consented to any change in any material respect to:

(a)  the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Quantum Group for its directors, employees or their dependents;

(b)  the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(c)   the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(d)  the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xvii)    terminated or varied the terms of any agreement or arrangement between any member of the Wider Quantum Group and any other period in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Quantum Group taken as a whole or be material in the context of the Acquisition;

(xviii)   save as agreed in writing by Clinigen, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, retirement, death or disability benefits or other benefit relating to the employment or termination of employment of any person employed by the Wider Quantum Group; or

(xix)     having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Quantum Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code,

and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this Condition, the term "Quantum Group" shall mean Quantum and its wholly-owned subsidiaries;

(G)          except as Fairly Disclosed, since 22 August 2017:

(i)        no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Quantum Group which, in any such case, is material in the context of the Wider Quantum Group taken as a whole and no circumstance having arisen which would or might reasonably be expected to result in any such adverse change or deterioration;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Quantum Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by any Third Party against or in respect of any member of the Wider Quantum Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider Quantum Group which, in any such case, has had, or might reasonably be expected to have, a material adverse effect on the Wider Quantum Group, taken as a whole;

(iii)       no amendment or termination of any material joint venture or material partnership to which any member of the Wider Quantum Group is a party having been agreed or permitted and which is material in the context of the Wider Quantum Group, taken as a whole;

(iv)      no contingent or other liability having arisen or increased or become apparent to Clinigen which has had, or might reasonably be expected to have, a material adverse effect on the business, assets, financial or trading position or profits of any member of the Wider Quantum Group, taken as a whole; and

(v)       no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Quantum Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or might reasonably be expected to have, a material adverse effect on the Wider Quantum Group, taken as a whole; and

(H)          Clinigen not having discovered:

(i)      that any financial, business or other information concerning the Wider Quantum Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Quantum Group or disclosed at any time to any member of the Wider Clinigen Group or to any of their advisers by or on behalf of any member of the Wider Quantum Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading, in each case, to an extent which is material in the context of the Wider Quantum Group, taken as a whole;

(ii)        that any circumstance has arisen or event has occurred in relation to any intellectual property owned or used by any member of the Wider Quantum Group, which would have a material adverse effect on the Wider Quantum Group taken as a whole or be material in the context of the Acquisition including any member of the Wider Quantum Group losing its title to any of its intellectual property, or any intellectual property owned by the Wider Quantum Group being revoked, cancelled or declared invalid, any claim being asserted or threatened by any person challenging the ownership of any member of the Wider Quantum Group to, or the validity or effectiveness of, any of its intellectual property or any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Quantum Group being terminated or varied;

(iii)      that, except as Fairly Disclosed, any member of the Wider Quantum Group or any partnership, company or other entity in which any member of the Wider Quantum Group has a significant economic interest and which is not a subsidiary undertaking of Quantum is subject to any liability (contingent or otherwise) which, in any such case, is material in the context of the Wider Quantum Group, taken as a whole;

(iv)       any information which affects the import of any information disclosed to Clinigen at any time by or on behalf of any member of the Wider Quantum Group and which is material in the context of the Wider Quantum Group, taken as a whole;

(v)        that, except as Fairly Disclosed, any past or present member of the Wider Quantum Group has failed to comply with any and/or all applicable legislation, regulation or other requirement, of any jurisdiction with regard to the use, treatment, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such use, treatment, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation, regulation or requirement, and wherever the same may have taken place) any of which use, treatment, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Quantum Group which in any case is or which might reasonably be expected to be material in the context of the Wider Quantum Group, taken as a whole;

(vi)      that, except as Fairly Disclosed, there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Quantum Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Quantum Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction, which, in any such case, is or might reasonably be expected to be material in the context of the Wider Quantum Group, taken as a whole;

(vii)      to the extent that might reasonably be considered material in the context of the Wider Quantum Group, taken as a whole, any member of the Wider Quantum Group or any person that performs or has performed services for or on behalf of any such company is engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, Foreign Corrupt Practices Act 1977 (as amended) or any other applicable anti-corruption legislation;

(viii)     to the extent that might reasonably be considered material in the context of the Wider Quantum Group, taken as a whole, any member of the Wider Quantum Group is engaged in any activity or business with, any government, entity or individual covered by any of the economic sanctions administered by the United States or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other government or supranational body or authority in any jurisdiction; or

(ix)       to the extent that might reasonably be considered material in the context of the Wider Quantum Group, taken as a whole, any asset of any member of the Wider Quantum Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Clinigen reserves the right (in its sole discretion) to waive, in whole or in part, all or any of Conditions above, except for Conditions (A) and (B), which cannot be waived. Clinigen reserves the right (with the consent of Quantum) to waive the Long Stop Date and any of the deadlines set out in Condition (A) for the timing of the Court Meeting, General Meeting and the Court Hearing. If any such deadline is not met, Clinigen will make an announcement by 8.00 am on the Business Day following such deadline confirming whether it has invoked the relevant Condition or agreed with Quantum to extend the deadline in relation to the relevant Condition.

Condition (B) must be fulfilled by, and Conditions (C) to (H) (inclusive) fulfilled or waived by, no later than 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse. Clinigen shall be under no obligation to waive or treat as satisfied any of Conditions (C) to (H) (inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions of the Scheme and the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

Clinigen shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

If Clinigen is required by the Panel to make an offer for Quantum Shares under the provisions of Rule 9 of the Takeover Code, Clinigen may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

The Acquisition will lapse (unless otherwise agreed with Quantum and the Panel) if there is a Phase 2 CMA Reference in respect of the Acquisition before the later of the Court Meeting and the General Meeting. In such event, none of Clinigen, Quantum or Quantum Shareholders will be bound by any term of the Scheme.

Clinigen reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act). In such event, the Acquisition Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as Clinigen may decide) in nominal value of the shares to which such offer relates.

The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

Under Rule 13.5 of the Takeover Code, Clinigen may not invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Clinigen in the context of the Acquisition. The conditions contained in paragraph (A) and (B) of Part A are not subject to this provision of the Takeover Code. Under Rule 13.6 of the Takeover Code, Quantum may not invoke, or cause or permit Clinigen to invoke, any Condition unless the circumstances which give rise to the right to invoke the Condition are of material significance to the shareholders in Quantum in the context of the Acquisition.

Clinigen reserves the right, without prejudice to any right of Clinigen, with the consent of the Panel, to invoke part (iii) of Condition (F), to reduce the consideration payable under the Acquisition by the amount of any dividend (or other distribution) which is paid or becomes payable by Quantum to Quantum Shareholders on or after the date of this announcement and on or prior to the Effective Date.  If Clinigen exercises its right to reduce the offer consideration by all or part of the amount of a dividend (or other distribution) that has not been paid, Quantum Shareholders will be entitled to receive and retain that dividend (or other distribution). If any such dividend or distribution is paid or made before the Effective Date, if Clinigen exercises its rights described in this paragraph, any reference in this announcement to the consideration payable under the Scheme or pursuant to the Acquisition shall be deemed to be a reference to the consideration as so reduced. Any exercise by Clinigen of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.

This Acquisition will be governed by English law and be subject to the jurisdiction of the English courts, to the Conditions set out above and to the applicable rules and regulations of the FCA, the London Stock Exchange, the AIM Rules and the Takeover Code.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Part B: Certain further terms of the Scheme and the Acquisition

Fractions of New Clinigen Shares will not be allotted or issued pursuant to the Scheme. Fractional entitlements to New Clinigen Shares will be aggregated and allotted and issued to the person appointed by Clinigen as nominee for such Scheme Shareholders and sold in the market and the net proceeds of sale distributed pro rata to such Scheme Shareholders. However, individual entitlements to amounts of less than £2.50 will not be paid to Scheme Shareholders but will instead be retained for the benefit of Clinigen.

The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within the any Restricted Jurisdiction.

The New Clinigen Shares to be issued pursuant to the Acquisition have not been and will not be registered under the United States Securities Act of 1933 (as amended) nor under any of the relevant securities laws of any state, territory or other jurisdiction of the United States. Accordingly, the New Clinigen Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred directly or indirectly, in or into the United States nor to any United States person, except pursuant to exemptions from, or in transactions not subject to, applicable requirements of such jurisdiction.

The New Clinigen Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Clinigen Shares in issue on the Effective Date and shall be entitled to all dividends and other distributions declared, paid or made by Clinigen by reference to a record date on or after the Effective Date. Applications will be made to the London Stock Exchange for the New Clinigen Shares to be admitted to trading on AIM.

Quantum Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.

For the purposes of these Conditions, "Fairly Disclosed" shall mean any information which has been fairly disclosed: (i) in Quantum's published annual report and accounts for the financial year ended 31 January 2017 and in its published interim report for the half year ended 31 July 2017; (ii) in any other announcement to a Regulatory Information Service by or on behalf of Quantum prior to the publication of the Announcement, including Quantum's admission document dated 5 December 2014 and presentations made by Quantum to investors, which are made publicly available on Quantum's website; (iii) in this Announcement; or (iv) as otherwise fairly disclosed prior to the date of this Announcement within a virtual dataroom made available by Quantum to Clinigen and its advisers for the purposes of the Acquisition.

Clinigen reserves the right for any other member of the Clinigen Group from time to time to implement the Acquisition. "Clinigen Group" for these purposes means Clinigen and its wholly-owned subsidiaries.

 

 

APPENDIX 2

SOURCES AND BASES OF CALCULATION 

Save as otherwise stated, the following constitute the sources and bases of certain information referred to in this Announcement:

1.     Financial information relating to the Quantum Group has been extracted or derived (without material adjustment) from the audited annual report and accounts for Quantum for the financial year ended 31 January 2017 prepared in accordance with IFRS and Quantum's announcement dated 22 August 2017 of its interim results for the six months ended 31 July 2017 (which are unaudited).

2.     Unless otherwise stated, the financial information concerning the Clinigen Group has been extracted or derived (without material adjustment) from the audited annual report and accounts for Clinigen for the year ended 30 June 2016 prepared in accordance with IFRS and Clinigen's announcement dated 15 March 2017 of its interim results for the six months ended 31 December 2016 (which are unaudited) and the announcement of Clinigen's year end trading update dated 18 July 2017.

3.     The terms of the Acquisition value each Quantum Share at 82 pence. The Acquisition price is based on a share price of 1,111 pence per Clinigen Share (the Closing Price on 12 September 2017, the last Business Day prior to this Announcement) and 0.0405 New Clinigen Shares to be issued for each Quantum Share representing 45 pence in New Clinigen Shares plus the payment of 37 pence in cash for each Quantum Share.

4.     The value of the Acquisition is calculated:

(a)  by reference to a price of 1,111 pence per Clinigen Share (the Closing Price on 12 September 2017, the last Business Day prior to this Announcement); and

(b)   on the basis of the issued and to be issued share capital of Quantum referred to in paragraph 5 below.

5.     The fully diluted share capital of Quantum (being 183,294,197 Quantum Shares) is based on:

(a)  169,117,640 Quantum Shares in issue on 12 September, being the last Business Day prior to the date of this Announcement; and

 

(b) 14,176,557 Quantum Shares which may be issued on or after the date of this Announcement, pursuant to the exercise of options under the Quantum Share Schemes.

6.     Unless otherwise stated:

(a)   all Closing Prices for Quantum Shares are closing middle market quotations derived from the AIM Appendix of the Daily Official List; and

 

(b)   all Closing Prices for Clinigen Shares are closing middle market quotations derived from the AIM Appendix of the Daily Official List.

7.     All share prices expressed in pence have been rounded to the nearest one decimal place and all percentages have been rounded to one decimal place.

 

 

APPENDIX 3

SCHEDULE OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Irrevocable Undertakings from Quantum Directors

Clinigen has received irrevocable undertakings from the Quantum Directors in respect of their beneficial holdings in Quantum Shares, relating to a total of 494,412 Quantum Shares (representing approximately 0.29 per cent. of the issued share capital of Quantum as at 12 September 2017 (being the last Business Day prior to the date of this Announcement)) to vote in favour of the Scheme at the Court Meeting and to vote in favour of the Special Resolution to be proposed at the General Meeting, as follows:

 

Name of Quantum Director              Number of Quantum Shares to which         Percentage of the existing issued

                                                               the irrevocable undertaking relates           ordinary share capital of Quantum

 

Ian Johnson                                         58,824                                                                 0.03

Chris Rigg                                            162,059                                                               0.10

Gerard Murray                                     200,000                                                               0.12

Dr John Brown                                    73,529                                                                 0.04

The irrevocable undertakings given by the Quantum Directors will cease to be binding if the Scheme or the Special Resolution to be proposed at the General Meeting are not approved by the requisite majority of Quantum Shareholders at the Court Meeting or at the General Meeting respectively or the Scheme is not otherwise implemented by the Long Stop Date unless Clinigen elects (with the consent of the Panel and Quantum) to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act) on the terms described in Appendix 1 of the Scheme Document in which case the undertakings will cease to be binding if:

(i)         an announcement of the Acquisition Offer under Rule 2.7 of the Takeover Code is not released by such date as Clinigen and Quantum may, with the consent of the Panel, agree; or

(ii)        the Acquisition Offer lapses or is withdrawn.

Irrevocable Undertakings from other Quantum Shareholders

Clinigen has received irrevocable undertakings from other Quantum Shareholders in respect of their holdings in Quantum Shares, relating to a total of 25,010,725 Quantum Shares (representing approximately 14.8 per cent. of the issued share capital of Quantum as at 12 September 2017 (being the last Business Day prior to the date of this Announcement)), as follows:

 

Name of Quantum Shareholder       Number of Quantum Shares to which         Percentage of the existing issued

                                                               the irrevocable undertaking relates           ordinary share capital of Quantum

 

Harwood Capital LLP*                       25,000,000                                                          14.78

Craig Swinhoe                                     10,725                                                                 0.006

The irrevocable undertakings given by those Quantum Shareholders will cease to be binding if the Scheme or the Special Resolution to be proposed at the General Meeting are not approved by the requisite majority of Quantum Shareholders at the Court Meeting or at the General Meeting respectively or the Scheme is not otherwise implemented by the Long Stop Date unless Clinigen elects (with the consent of the Panel and Quantum) to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act) on the terms described in Appendix 1 of this document in which case the undertakings will cease to be binding if:

(i)         an announcement of the Acquisition Offer under Rule 2.7 of the Takeover Code is not released by such date as Clinigen and Quantum may, with the consent of the Panel, agree; or

(ii)        the Acquisition Offer lapses or is withdrawn.

The irrevocable undertaking provided by Harwood Capital LLP will also cease to be binding if (a) a third party announces, before the Court Meeting and the General Meeting, a firm intention to make an offer for the whole of the issued share capital of Quantum under which the value of the consideration offered for each Quantum Share is more than 86 pence, or (b) if the value of the consideration payable by Clinigen (determined by reference to the Closing Price of a Clinigen Share) falls below 78 pence for three consecutive trading days.

*Harwood Capital LLP's shareholding of 25,000,000 ordinary shares includes 10,000,000 ordinary shares in which North Atlantic Smaller Companies Investment Trust plc is interested and 15,000,000 ordinary shares in which Oryx International Growth Fund Limited is interested of which 5,000,000 ordinary shares are registered in the name of Securities Services Nominees Limited. Christopher Mills, who is a Non-executive Director of Quantum, is the Chief Executive of North Atlantic Smaller Companies Investment Trust plc, Director of Oryx International Growth Fund Limited and also Chief Executive Officer of Harwood Capital LLP which owns 14.8% of Quantum.

Letters of intent from other Quantum Shareholders

Clinigen has received letters of intent from other Quantum Shareholders in respect of their holdings in Quantum Shares, relating to a total of 6,602,092 Quantum Shares (representing approximately 3.9 per cent. of the issued share capital of Quantum as at 12 September 2017 (being the last Business Day prior to the date of this Announcement)), as follows:

 

Name of Quantum Shareholder       Number of Quantum Shares to which         Percentage of the existing issued

                                                               the letter of intent relates                             ordinary share capital of Quantum

 

Henderson Global Investors Ltd      6,602,092                                                            3.90

 

The Letters of Intent are not legally binding and do not create any enforceable rights or obligation on any party.
 

 

APPENDIX 4

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"AAA"                                                           Australasia, Africa and Asia;

"Acquisition"                                      the proposed recommended acquisition of the entire issued and to be issued share capital of Quantum by Clinigen to be implemented by way of (i) the Scheme or (ii) the Acquisition Offer (as the case may be) and in either case, where the context admits, any subsequent variation, revision, extension or renewal thereof;

"Acquisition Offer"                        should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the recommended offer to be made by or on behalf of Clinigen to acquire the entire issued and to be issued share capital of Quantum and, where the context admits, any subsequent revision, variation, extension or renewal of such offer;

"Admission"                                                admission of the New Clinigen Shares to trading on AIM;

"AIM"                                                            AIM, a market operated by the London Stock Exchange;

"AIM Rules"                                        the rules and guidance notes for AIM companies and their nominated advisers issued by the London Stock Exchange from time to time relating to AIM traded securities and the operation of AIM;

"Announcement"                                this joint announcement made by Clinigen and Quantum dated 13 September 2017 of the terms of the acquisition of Quantum by Clinigen pursuant to Rule 2.7 of the Takeover Code;

"Australia"                                      the Commonwealth of Australia, its states, territories and possessions;

"BGL"                                     Brown, Gibbons, Lang & Company LLC, which is acting as financial adviser to Quantum for the purposes of the Acquisition;

"Board"                                              as the context requires, the board of directors of Clinigen, the board of directors of Quantum or the board of directors of the Enlarged Company;

"Business Day"                            any day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London (other than solely for settlement and trading in Euro);

"Canada"                                           Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof;

"certificated or in certificated form"      a share or other security which is not in uncertificated form (that is, not in CREST);

"CHMP"                                         the Committee for Medicinal Product for Human Use, being the European medicine's agency's committee responsible for human medicines;

"Clinigen"                                             Clinigen Group plc, a public limited company incorporated in England and Wales with company number 06771928 with its registered office at Pitcairn House, Crown Square, Centrum 100, Burton on Trent, Staffordshire DE14 2WW;

"Clinigen Group"                                Clinigen and its subsidiary undertakings and, where the context permits, each of them

"Clinigen Directors"                            the directors of Clinigen at the date of this Announcement;

"Clinigen Shares"                            ordinary shares of 0.1 pence each in the capital of Clinigen (including, if the context requires, the New Clinigen Shares);

"Clinigen Shareholders"                       the holders of Clinigen Shares;

"Closing Price"                                    the middle market price of a Clinigen Share or a Quantum Share (as appropriate) at the close of business on the day to which such price relates, as derived from the AIM appendix to the Daily Official List;

"Companies Act"                          the Companies Act 2006, as amended, modified, consolidated, re-enacted or replaced from time to time;

"Conditions"                                       the conditions to the implementation of the Acquisition which are set out in Appendix 1 to this Announcement and to be set out in the Scheme Document;

"Court"                                               the High Court of Justice in England and Wales;

"Court Meeting"                            the meeting of the Scheme Shareholders convened by order of the Court pursuant to section 896 of the Companies Act to consider and, if thought fit, approve (with or without modification) the Scheme, and any adjournment thereof, notice of which is to be contained in the Scheme Document;

"CREST"                                             the system operated by Euroclear for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations;

"CREST Regulations"                         the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended);

"Daily Official List"                             the daily official list of the London Stock Exchange;

"Effective"                                      if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms upon the delivery of the Scheme Court Order to the Registrar of Companies, and if the Acquisition is implemented by way of an Acquisition Offer, the Acquisition Offer having been declared or become unconditional in all respects in accordance with the requirements of the Takeover Code;

"Effective Date"                                    the date on which the Scheme becomes Effective;

"Enlarged Company"                         Clinigen, immediately following the Acquisition becoming Effective;

"Enlarged Group"                     the Clinigen Group and its subsidiaries, including the Quantum Group, immediately following the Acquisition becoming Effective;

"ERP"                                                   an enterprise resource planning system which integrates and manages financial, supply chain, manufacturing, operations, reporting and human resource activities;

"Euroclear"                                     Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 2878738;

"Excluded Shares"                                      means:

(i) any Quantum Shares registered in the name of Clinigen or any subsidiary undertaking (as defined in the Companies Act) of the Clinigen Group;

(ii)  any Quantum Shares held by Quantum in treasury; and

(iii) any unissued shares in the capital of Quantum;

"FCA"                                                      the UK Financial Conduct Authority or its successor from time to time;

"FDA"                                                      US Food and Drug Administration;

"Form(s) of Proxy"                               either or both of the forms of proxy for use at the Court Meeting and for use at the General Meeting as relevant to be sent to holders of Quantum Shares in certificated form, together with the Scheme Document;

"General Meeting"                                the general meeting of Quantum scheduled to be held immediately following the Court Meeting and any adjournment thereof to be convened in connection with the implementation of the Scheme;

"Group"                                                 Quantum and its subsidiary undertakings and, where the context permits, each of them (except in the extract wording to Clinigen in paragraph 11 of this Announcement where it is to the Clinigen Group);

"holder"                                                 a registered holder and includes any person entitled by transmission;

"Idis"                                                    Idis Group Holdings Limited, trading as Idis;

"Lenders"                                             Royal Bank of Scotland plc, HSBC Bank plc and Santander UK plc;

"London Stock Exchange"                   London Stock Exchange plc;

"Long Stop Date"                                26 February 2018, or such later date (if any) as Clinigen and Quantum may (with the Panel's consent) agree in writing and (if required) the Court may approve;

"Meetings"                                             the Court Meeting and the General Meeting;

"MHRA"                                                 The Medicines and Healthcare products Regulatory Agency;

"N+1 Singer"                                         Nplus1 Singer Advisory LLP, which is acting as financial adviser to Quantum for the purposes of Rule 3 of the Takeover Code in relation to the Acquisition and as nominated adviser and corporate broker to Quantum;

"New Clinigen Shares"                  the Clinigen Shares to be issued fully paid to Scheme Shareholders pursuant to the Scheme;

"Numis"                                                 Numis Securities Limited, which is acting as nominated adviser, corporate broker and financial adviser to Clinigen in relation to the Acquisition;

"Offer Period"                                the offer period (as defined by the Takeover Code) relating to Quantum, which commenced on 16 August 2017;

"Panel"                                                    the United Kingdom Panel on Takeovers and Mergers;

"Phase 2 CMA Reference"                   a referral to the Chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

"Pounds" or "£" or "pence" or "p"     the lawful currency of the United Kingdom;

"Proposals"                                   the Acquisition, the Scheme and the resolutions to be proposed at the Meetings in connection herewith;

"Quantum" or the "Company"          Quantum Pharma Plc, a public limited company incorporated in England and Wales with company number 09269818 with its registered office at Quantum House, Hobson Industrial Estate, Burnopfield, County Durham NE16 6EA;

"Quantum Articles"                               the articles of association of Quantum as at the date of this Announcement;

"Quantum Directors"                            the directors of Quantum;

"Quantum Group"                               Quantum and its subsidiary undertakings and, where the context permits, each of them;

"Quantum LTIP"                                  the Quantum Pharma Plc Long Term Incentive Plan;

"Quantum SAYE Scheme"                   the Quantum Pharma Plc Save As You Earn Plan (as amended);

"Quantum Shares"                                ordinary shares of 10 pence each in the capital of Quantum ;

"Quantum Share Schemes"                the Quantum LTIP and the Quantum SAYE Scheme, being employee share incentive schemes operated by Quantum;

"Quantum Share Scheme Participants" the participants in the Quantum Share Schemes;

"Quantum Shareholders"                      holders of Quantum Shares;

"Quantum Warrant"                              the warrant instrument dated 5 December 2014 in respect of the issue of up to 2,500,000 Quantum Shares at £1.00 each in cash;

"Quantum Warrant Holder"                  the holders of warrant certificates issued pursuant to the Quantum Warrant;

"RBC"                                                         RBC Europe Limited (trading as RBC Capital Markets);

"Registrar of Companies"                        the Registrar of Companies in England and Wales;

"Regulatory Information Service"

or "RIS"                                                    a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange's website;

"Restricted Jurisdiction"                         any jurisdiction where the relevant action would constitute a violation of the relevant laws and/or regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Clinigen or Quantum regards as unduly onerous or would result in significant risk or civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction (in accordance with Rule 23.2 of the Takeover Code) including, without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa and New Zealand;

"Restricted Overseas Person"          a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Clinigen believes to be in, or resident in, a Restricted Jurisdiction (or any custodian, nominee or trustee for such persons) and any person in any other jurisdiction (other than persons in the UK) whom Clinigen is advised to treat as a restricted overseas person in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which Clinigen regards as unduly onerous;

"Scheme" or "Scheme of

Arrangement"                                    the proposed scheme of arrangement under Part 26 of the Companies Act between Quantum and the Scheme Shareholders with or subject to any modification, addition or condition approved or proposed by the Court and agreed to by Quantum and Clinigen;

"Scheme Court Hearing"                         the hearing by the Court of the claim to sanction the Scheme;

"Scheme Court Order"                          the order of the Court sanctioning the Scheme;

"Scheme Document"                              the document to be dispatched to Scheme Shareholders in relation to the Scheme;

"Scheme Record Time"                         6.00 p.m. on the Business Day immediately preceding the Scheme Court Hearing;

"Scheme Shareholders"                          registered holders of Scheme Shares;

"Scheme Shares"                                     the Quantum Shares:

(i)      in issue at 6.00 p.m. on the date of the Scheme Document;

(ii)     (if any) issued after 6.00 p.m. on the date of the Scheme Document and before the Voting Record Time; and

(iii)   (if any) issued at or after the Voting Record Time and at or before the Scheme Record Time, either on terms that the original or any subsequent holders of such shares shall be bound by the Scheme, or in respect of which the original or any subsequent holders of such shares are, or shall have agreed in writing to be, bound by the Scheme,

(iv)    in each case, excluding any Excluded Shares;

"Special Resolution"                                  the special resolution to be proposed at the General Meeting in connection with, inter alia, the approval of the Scheme;

 

"Specials"                                                    unlicensed medicines;

 

"subsidiary" and "subsidiary

undertaking"                                               have the meanings given to them in the Companies Act;

"Takeover Code"                                         the City Code on Takeovers and Mergers;

"TCGA"                                                        the Taxation of Chargeable Gains Act 1992;

"Third Party"                                              a central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body or authority, court, stock exchange, trade agency, professional association, institution, employee representative body or any other body or person whatsoever in any jurisdiction;

 "UK" or "United Kingdom"                      the United Kingdom of Great Britain and Northern Ireland;

 

"UL2L"                                                         unlicensed to licensed;

 

"uncertificated" or "in uncertificated

 form"                                                            registered as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

"US" or "United States" or

"United States of America"                       the United States of America, its territories and possessions, any state of the United States of America, any other areas subject to its jurisdiction and the District of Columbia;

"US Exchange Act"                                     the US Securities Exchange Act of 1934;

"US Securities Act"                                   the US Securities Act of 1933;

"Voting Record Time"                               the date and time specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined and expected to be 6.00 p.m. on the day which is two days before the day of the Court Meeting (or if the Court Meeting is adjourned 6.00 p.m. on the second day before such adjourned meeting);

"Wider Clinigen Group"                           Clinigen and its subsidiary undertakings, associated undertakings and any other undertaking in which Clinigen and/or such undertakings (aggregating their interests) have a direct or indirect interest of 10 per cent. or more of the equity share capital (as defined in the Companies Act); and

"Wider Quantum Group"                          Quantum and its subsidiary undertakings, associated undertakings and any other undertaking in which Quantum and/or such undertakings (aggregating their interests) have a direct or indirect interest of 10 per cent. or more of the equity share capital (as defined in the Companies Act).

For the purposes of this document, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the meanings given to them by the Companies Act (but for this purpose ignoring paragraph 19(1)(b) of The Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008) and "substantial interest" means a direct or indirect interest in 20 per cent. or more of the equity share capital (as defined in the Companies Act) of any undertaking.

All references to time in this document are to London time.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

 

 

 


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