21st Mar 2005 10:29
Vernalis PLC21 March 2005 21 March 2005 Vernalis plc Results of EGM and Placing and Open Offer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN PART OR IN WHOLE IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE NETHERLANDS OR THE REPUBLIC OF IRELAND On 24 February 2005, Vernalis plc announced details of a Placing and Open Offerof 43,250,107 New Ordinary Shares at 70 pence per share to raise £30.3 million(approximately £27.6 million net of expenses). The Board of Vernalis announces that, at the Extraordinary General Meeting heldearlier today, the Resolution which was set out in the Notice of ExtraordinaryGeneral Meeting included in the prospectus in relation to the Placing and OpenOffer dated 24 February 2005 (the Prospectus) was duly passed. The Board of Vernalis further announces that by 11.00 a.m. on 17 March 2005,being the latest time for receipt of application forms and payment in full underthe Open Offer, valid applications had been received from QualifyingShareholders in respect of 24,276,120 of the 43,250,107 New Ordinary Sharesoffered under the Open Offer, including 12,159,573 New Ordinary Shares thesubject of irrevocable commitments to accept the Open Offer. This representsapproximately 56 per cent. of the New Ordinary Shares offered under the OpenOffer. 18,973,987 New Ordinary Shares not applied for by Qualifying Shareholders underthe Open Offer will be taken up under the Placing pursuant to the Placing andOpen Offer Agreement. The New Ordinary Shares to be issued under the Placing and Open Offer will rankpari passu with the existing Ordinary Shares in all respects. The Placing and Open Offer remain conditional upon, inter alia, admission of theNew Ordinary Shares to the Official List and to trading on the London StockExchange's market for listed securities. Application has been made to the UKListing Authority for the 43,250,107 New Ordinary Shares to be admitted to theOfficial List and to be admitted to trading on the London Stock exchange'smarket for listed securities. It is expected that Admission will becomeeffective and dealings in the New Ordinary Shares will commence on 22 March2005. Terms defined in the Prospectus have the same meaning in this announcement. Enquiries: Vernalis plc Tel: +44 (0)118 977 3133Simon Sturge, Chief Executive OfficerTony Weir, Chief Financial Officer J.P. Morgan plc Tel: +44 (0)20 7742 4000Bernard TaylorJulian Oakley Cazenove & Co. Ltd. (now JPMorgan Cazenove Limited) Tel: +44 (0)20 7588 2828Julian CazaletTony BramptonShona Graham Nomura International plc Tel: +44 (0)20 7521 2000David RasoulyJamie Adams Brunswick Tel: +44 (0)20 7404 5959Jon ColesWendel Verbeek J.P. Morgan plc is acting as financial adviser and sponsor to the Placing andOpen Offer. Nomura International plc and Cazenove & Co. Ltd (now JPMorganCazenove Limited) are acting as underwriters of the Placing and Open Offer. This press announcement has been issued by Vernalis and is the soleresponsibility of Vernalis. J.P. Morgan plc, Nomura International plc and Cazenove & Co. Ltd (now JPMorganCazenove Limited) are acting exclusively for Vernalis in relation to the Placingand Open Offer and will not be responsible to anyone other than Vernalis forproviding the protections afforded to clients of J.P. Morgan plc, NomuraInternational plc and/or Cazenove & Co. Ltd (now JPMorgan Cazenove Limited), asthe case may be, nor for providing advice in relation to the Placing and OpenOffer or any transaction or arrangement referred to in this announcement. This announcement is not an offer of securities for sale in the United States.Securities may not be offered or sold in the United States absent registrationor an exemption from registration. There will be no public offer of the NewOrdinary Shares in the United States. This announcement shall not constitute or form part of any offer or invitationto subscribe for securities, including in the United States. Any purchase of orapplication for securities in the Placing and Open Offer should only be made onthe basis of information contained in the Prospectus to be issued in connectionwith the Placing and Open Offer dated 24 February 2005 and any supplementthereto. This announcement does not constitute the solicitation of any vote or approvalin any jurisdiction. Any person (including without limitation, custodians, nominees and trustees),who may have a contractual or legal obligation or may otherwise intend toforward this press release and any accompanying documents to any jurisdictionoutside the UK should seek appropriate advice before taking any action. No one(including custodians, nominees and trustees) should send, issue, mail or in anyway distribute, either through CREST or otherwise, this press release or anyother document connected with the Placing and Open Offer in or into the UnitedStates. Subject to certain exceptions, you should not send, issue, mail or inany way distribute, either through CREST or otherwise, this press release or anyother document connected with the Placing and Open Offer in or into Australia,Canada, Japan, the Netherlands or the Republic of Ireland. EXCEPT AS OTHERWISE SET OUT IN THE PROSPECTUS THE OPEN OFFER IS NOT BEING MADETO SHAREHOLDERS IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE NETHERLANDSOR THE REPUBLIC OF IRELAND. The New Ordinary Shares offered by the Prospectushave not been, nor will they be, registered under the applicable securities lawsof the United States, Australia, Canada, Japan, the Netherlands or the Republicof Ireland. Subject to certain exceptions, the New Ordinary Shares may not beoffered or sold, through CREST or otherwise, in the United States, Australia,Canada, Japan, the Netherlands or the Republic of Ireland or to or for thebenefit of any national, resident or citizen of the United States, Australia,Canada, Japan, the Netherlands or the Republic of Ireland. Shareholders withregistered addresses in the United States, Australia, Canada, Japan, theNetherlands or the Republic of Ireland are referred to the paragraph headed ''Overseas Shareholders'' in Part II of the Prospectus. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. Any failure tocomply with these restrictions may constitute a violation of the securities lawsof any such jurisdiction. Any purchase of, or application for, securities in thePlacing and Open Offer should only be made on the basis of information containedin the Prospectus dated 24 February 2005 and any supplement thereto. Receipt ofthis announcement will not constitute an offer in those jurisdictions in whichit would be illegal to make the Offer and in such circumstances it will bedeemed to have been sent for information purposes only. Prices and values of, and income from, shares may go down as well as up and aninvestor may not get back the amount invested. It should be noted that pastperformance is no guide to future performance. Persons needing advice shouldconsult an independent financial adviser. Certain statements made in this announcement are forward-looking statements.Such statements are based on current expectations and, by their nature, aresubject to a number of risks and uncertainties that could cause actual resultsand performance to differ materially from any expected future results orperformance, expressed or implied by the forward-looking statement. Theinformation and opinions contained in this announcement are subject to changewithout notice and Vernalis assumes no responsibility or obligation to updatepublicly or revise any of the forward-looking statements contained herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Vernalis PLC