11th Oct 2012 07:00
**NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE OR PUBLICATION WOULD BE UNLAWFUL**
11 October 2012
Clinigen Group plc
Exercise of over-allotment option and end of stabilisation period
Clinigen Group plc ("Clinigen" or the "Company") announces that, in connection with the admission of ordinary shares in Clinigen to AIM and associated placing of Clinigen ordinary shares (the "Placing"), Numis Securities Limited, as stabilising manager, has today exercised the over-allotment option in full, on an unconditional basis, in respect of 3,050,000 ordinary shares in the Company (the "Over-allotment Shares"). Accordingly, the stabilisation period has now ended. Certain Clinigen shareholders will receive approximately GBP 5.0 million in gross proceeds (before the deduction of placing commission and expenses) from the sale of the Over-allotment Shares.
The total gross proceeds of the Placing including the proceeds received from the Over-allotment Shares is approximately GBP 55.0 million (for a total of 33,550,000 ordinary shares).
As noted in Clinigen's Admission Document dated 19 September 2012, following the exercise of the over-allotment option the interests of those Clinigen Directors who were party to the over-allotment option (including persons connected with those Directors, within the meaning of section 252 of the Companies Act 2006) in the issued share capital of the Company are as follows:
Peter George - 8,889,742 ordinary shares (representing 10.8% of the issued share capital)
Robin Sibson - 4,961,031 ordinary shares (representing 6.0% of the issued share capital)
John Hartup - 533,934 ordinary shares (representing 0.6% of the issued share capital)
Following the exercise of the over-allotment option, the interests in the issued share capital of the Company of Andrew Leaver and Linda Leaver and of Anton Jenkins (being persons who, directly or indirectly, have at the date of this announcement an interest which represents 3% or more of the Company's share capital or voting rights) are as follows:
Andrew Leaver and Linda Leaver - 25,758,680 ordinary shares (representing 31.2% of the issued share capital)
Anton Jenkins - 3,565,018 ordinary shares (representing 4.3% of the issued share capital).
For further information, please contact:
Numis Securities Limited Michael Meade / Nick Westlake / Freddie Barnfield(Nominated Adviser) James Black / David Poutney (Corporate Broking) | Tel: +44 (0) 20 7260 1000 |
College Hill Adrian Duffield / Melanie Toyne-Sewell / Stefanie Bacher |
Tel: +44 (0) 20 7457 2020 |
Disclaimer
The distribution of this announcement and other information in connection with the Placing may be restricted by law in certain jurisdictions and persons into whose possession this announcement or any document or other information referred to herein may come should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any copy of it may be made or transmitted into the United States of America or its territories or possessions, nor may it be made or transmitted into Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or to any persons in any of those jurisdictions. Any failure to comply with such restriction may constitute a violation of United States of America, Australian, Canadian, Japanese, Irish or South African securities laws.
The Over-allotment Shares referred to in this announcement may not be offered or sold in or into the United States unless registered under the US Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer, and sale or subscription, of Over-allotment Shares referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa and, subject to certain exceptions, the Over-allotment Shares referred to herein may not be offered or sold in or within the United States of America, Australia, Canada, Japan, the Republic of Ireland, or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States of America, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa. In particular, this announcement is not an offer for sale of, or solicitation to purchase or subscribe for, any securities in the United States of America.
This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription or solicitation of or invitation to make any offer to buy or subscribe for any securities, and neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, including references to assumptions, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Clinigen's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Clinigen's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Clinigen and no-one else in connection with the Placing . Numis will not regard any other person as its client in relation to the matters described in this announcement and will not be responsible to anyone other than Clinigen for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Numis Securities Limited is not making any representation or warranty, express or implied, as to the contents of this announcement. This announcement does not constitute a recommendation concerning the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Placing cannot be relied upon as a guide to future performance. Potential investors should consult a professional adviser as to the suitability of the Placing for the entity concerned.
Neither Numis Securities Limited nor any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Both Clinigen and Numis Securities Limited expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement (other than as required by the AIM Rules or by the rules of any other applicable securities regulatory authority) whether as a result of new information, future developments or otherwise.
Related Shares:
CLIN.L