TIDMDNL
RNS Number : 3413F
Diurnal Group PLC
06 March 2020
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, THE RUSSIAN FEDERATION, THE REPUBLIC OF IRELAND OR JAPAN OR
IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO
SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE RUSSIAN FEDERATION, THE
REPUBLIC OF IRELAND OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
6 March 2020
Diurnal Group plc
("Diurnal" or the "Company")
Result of Placing and Notice of General Meeting
Diurnal Group plc (AIM: DNL), the specialty pharmaceutical
company targeting patient needs in chronic endocrine (hormonal)
diseases, is pleased to announce the completion of the Placing
announced earlier today.
A total of 34,894,437 Placing Shares have been placed at the
Placing Price of 32 pence per new Ordinary Share to raise a total
of approximately GBP 11.2 million for the Company (before
expenses). The Placing Shares being issued represent approximately
40.2 per cent. of the issued ordinary share capital of the Company
prior to the Placing. The Placing Price represents a discount of
4.5 per cent. to the Company's mid-market closing price as at 5
March 2020 , being the last practicable day before the announcement
of the Placing.
The net proceeds of the Placing of approximately GBP 10.7
million receivable by the Company, will be used to progress the
development and commercialisation of Diurnal's products .
A Circular to shareholders containing full details of the
Placing and convening the General Meeting is expected to be posted
by 6.00 p.m. on 9 March 2020 and will also be available on the
Company's website at the same time . Panmure Gordon (UK) Limited is
acting as nominated adviser and joint broker to the Company and
Cantor Fitzgerald is acting as joint broker to the Company.
Martin Whitaker, CEO of Diurnal, stated on the successful
Placing:
"We are delighted to have successfully completed this fundraise,
despite the challenging market conditions. The monies raised will
allow us to progress further our differentiated late-stage pipeline
of drugs that seek to treat patients with diseases of cortisol
deficiency, as we move forward with our vision to become a
world-leading specialty pharma company in endocrinology. We would
like to thank our new and existing shareholders for their
support."
Completion of the Placing remains subject, inter alia, to the
passing of the Resolutions at the General Meeting and to EIS/VCT
Admission and General Admission. It is expected that dealings in
the EIS/VCT Shares will commence on 26 March 2020 , and dealings in
the General Placing Shares will commence on 27 March 2020. Assuming
completion of the Placing, upon General Admission, the Enlarged
Share Capital is expected to be 121,620,424 Ordinary Shares. On
this basis, the Placing Shares, will represent approximately 28.7
per cent. of the Enlarged Share Capital.
Related Party Transaction
IP Group have subscribed for Placing Shares in connection with
the Placing. The number of Placing Shares conditionally subscribed
for by IP Group pursuant to the Placing and their resulting
shareholding on Admission, are set out below:
Shareholder Existing Number of Number Ordinary Percentage
Ordinary Existing of Placing Shares of Enlarged
Shares Ordinary Shares held post- Share Capital
held Shares held subscribed Admission held
as a percentage for
of all Existing
Ordinary
Shares
IP Group plc
(including IP2IPO
and other subsidiaries
and associates)
(the "IPG Holders") 34,710,999 40.02% 9,375,000 44,085,999 36.25%
IP Group are "Substantial Shareholders" in the Company for the
purposes of the AIM Rules. Their conditional subscription for
Placing Shares pursuant to the Placing as stated above will be a
related party transaction for the purposes of the AIM Rules. The
Directors who are independent of the related party transaction,
being Peter Allen, Richard Ross, John Goddard, Alan Raymond, Martin
Whitaker and Richard Bungay having consulted with Panmure Gordon,
the Company's nominated adviser for the purposes of the AIM Rules,
consider the terms of the participation of IP Group plc in the
Placing to be fair and reasonable insofar as Shareholders are
concerned.
The timetable and the capitalised terms used in this
announcement have the same meanings as in the announcement
published by the Company at approximately 11.20 a.m. today unless
otherwise stated.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014 (MAR).
For further information, please visit www.diurnal.co.uk or contact:
Diurnal Group plc +44 (0)20 3727 1000
Martin Whitaker, Chief Executive Officer
Richard Bungay, Chief Financial Officer
Panmure Gordon (UK) Limited (NOMAD and Joint
Broker) +44 (0) 20 7886 2500
Corporate Finance: Freddy Crossley, Emma Earl
Corporate Broking: James Stearns
Cantor Fitzgerald Europe (Joint Broker) +44 (0)20 7894 7000
Corporate Finance: Philip Davies, William
Goode, Luke Philippou
Healthcare Equity Sales: Andrew Keith
FTI Consulting (Investor Relations) +44 (0)20 3727 1000
Simon Conway
Victoria Foster Mitchell
Notes to Editors
About Diurnal Group plc
Founded in 2004, Diurnal is a UK headquartered European
specialty pharma company developing high quality products for the
global market for the life-long treatment of chronic endocrine
conditions, including Congenital Adrenal Hyperplasia and Adrenal
Insufficiency. Its expertise and innovative research activities
focus on circadian-based endocrinology to yield novel product
candidates in the rare and chronic endocrine disease arena.
For further information about Diurnal, please visit
www.diurnal.co.uk
IMPORTANT NOTICE
No action has been taken by the Company, Panmure Gordon, Cantor
Fitzgerald or any of their respective affiliates, that would, or
which is intended to, permit a public offer of the Placing Shares
in any jurisdiction or the possession or distribution of this
announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this announcement
comes shall inform themselves about, and observe, such
restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE
PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, THE RUSSIAN FEDERATION, THE REPUBLIC OF IRELAND OR JAPAN OR
IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH
OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser and joint broker
to the Company in relation to the Placing, the EIS/VCT Admission
and the General Admission and is not acting for any other persons
in relation to the Placing, the EIS/VCT Admission and the General
Admission. Panmure Gordon is acting exclusively for the Company and
for no one else in relation to the matters described in this
announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Panmure Gordon, or
for providing advice in relation to the contents of this
announcement or any matter referred to in it. The responsibilities
of Panmure Gordon as the Company's nominated adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are
owed solely to London Stock Exchange plc and are not owed to the
Company or to any director or shareholder of the Company or any
other person, in respect of his decision to acquire shares in the
capital of the Company in reliance on any part of this
announcement, or otherwise.
Cantor Fitzgerald, which is authorised and regulated in the
United Kingdom by the FCA, is acting as joint broker to the Company
in relation to the Placing, the EIS/VCT Admission and the General
Admission and is not acting for any other persons in relation to
the Placing, the EIS/VCT Admission and the General Admission.
Cantor Fitzgerald is acting exclusively for the Company and for no
one else in relation to the matters described in this announcement
and is not advising any other person and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cantor Fitzgerald, or for
providing advice in relation to the contents of this announcement
or any matter referred to in it.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Panmure Gordon, Cantor Fitzgerald or the
Company or any of their respective affiliates or any of their
respective directors, officers, employees, advisers or
representatives (collectively, "Representatives") as to or in
relation to the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Panmure Gordon or Cantor Fitzgerald, and
the Circular.
The price of Ordinary Shares and any income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Ordinary Shares.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM, a market operated by the London Stock
Exchange.
This announcement may contain "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would,
"could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. None of the Company,
Panmure Gordon, Cantor Fitzgerald or their respective directors,
officers, employees, agents, affiliates and advisers, or any other
party undertakes or is under any duty to update this announcement
or to correct any inaccuracies in any such information which may
become apparent or to provide you with any additional information,
other than any requirements that the Company may have under
applicable law. To the fullest extent permissible by law, such
persons disclaim all and any responsibility or liability, whether
arising in tort, contract or otherwise, which they might otherwise
have in respect of this announcement. The information in this
announcement is subject to change without notice.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIQQLFBBXLEBBB
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March 06, 2020 11:55 ET (16:55 GMT)
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