Clinigen Group plc, the global specialty pharmaceuticals and pharmaceutical services business, is to be admitted to AIM with a market capitalisation of £135 million.
**NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER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**
This announcement is an advertisement and not a prospectus or an admission document. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the admission document to be published by Clinigen Group plc (“Clinigen” or the “Company”) in connection with the proposed institutional placing (“Placing”) and admission of the ordinary shares in the capital of the Company to trading on AIM (“Admission”), a market operated by London Stock Exchange plc (the “Admission Document”). Copies of the Admission Document will, following publication, be available during normal business hours on any weekday (except Saturdays, Sundays and public holidays) from the registered office of the Company and at the offices of Numis Securities Limited at The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT for a period of at least one month from the date of Admission.
19 September 2012
The Placing, conducted by Numis Securities Limited (“Numis Securities”), has raised £50 million from institutional investors, including £10 million of new money for the Company before expenses, at a price of 64p per share. Dealings in Clinigen shares are expected to commence on AIM at 8.00am on Tuesday 25 September 2012, under the ticker symbol CLIN.
Placing Price: 164p per share
Number of Ordinary Shares in issue immediately following the Placing: 82,555,585 shares
Market Capitalisation at the Placing Price: £135.4 million
Number of New Ordinary Shares being placed on behalf of the Company: 6,097,561 shares
Number of Sale Shares being sold by Selling Shareholders*: 24,402,439 shares
Total number of Placing Shares*: 30,500,000 shares
Placing Shares as a percentage of the Enlarged Share Capital*: 36.9 %
Gross proceeds of the Placing: £50 million
Estimated net proceeds of the Placing receivable by the Company: £6.6 million
Estimated net proceeds of the Placing receivable by the Selling
Shareholders*: £38.5 million
*Note: does not include any Ordinary Shares which may be sold pursuant to the over-allotment option granted by certain Selling Shareholders to Numis under which such Selling Shareholders may be required to sell up to 3,050,000 additional Ordinary Shares at the Placing Price.
- Clinigen is a fast-growing global specialty pharmaceuticals and pharmaceutical services business headquartered in the UK, with offices in the US and Japan.
- The Clinigen Group was formed in 2010 and comprises two divisions – Services and Products.
- Within the Services division, there are two operations: ClinigenCTS, which offers Clinical Trial Supply services, and ClinigenGAP, which offers Global Access Program (“GAP”) services.
- The Products division owns and supplies Foscavir® (a hospital-only drug which is used in the treatment of cytomegalovirus and which was acquired from AstraZeneca in 2010) and intends to acquire, and grow sales of, additional niche hospital-only drugs.
- Taking into account both sales of Foscavir® and the GAP programs currently within the Services division, Clinigen manages the supply of drugs into a total of 53 countries. These drugs are used in the therapeutic areas of leukaemia (and other oncology), haematology, transplantation, anti-infective, pain management, gastrointestinal and hospital and critical care, as well as orphan diseases. Clinigen helps patients around the world with unmet medical needs by supplying their pharmacist or physician with the drugs these patients require.
Peter George, Chief Executive Officer, said:
“After a period of sustained international growth, a listing of our shares is key and the next logical step in our development. We aim to maintain our strong growth record - based on our unique business model - both organically and through the acquisition of new pharmaceutical products.
“The listing will provide us with additional financial flexibility which, together with our strong balance sheet and the funds raised for the Company, will support our on-going expansion.”
Numis Securities is acting as the Company’s Nominated Adviser and Broker, and acted as sole book-runner on the Placing.
For further information, please contact:
Tel: +44 (0) 20 7457 2020
Adrian Duffield / Melanie Toyne-Sewell / Nicole Yost / Jayne Crook
Numis Securities Limited
Tel: +44 (0) 20 7260 1000
Michael Meade / Nick Westlake / Freddie Barnfield (Nominated Adviser)
David Poutney / James Black (Corporate Broking)
This announcement is an advertisement and not an admission document or a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Admission Document to be issued by Clinigen Group plc in connection with the Placing and the Admission of the Company’s Shares to trading on AIM. Any purchase of Shares in the Placing should be made solely on the basis of information contained in the Admission Document to be issued by the Company.
The distribution of this announcement and other information in connection with Admission and 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 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 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 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. There will be no public offer of the Shares. 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.
Neither Numis Securities Limited, nor any of its directors, officers, employees, advisers or agents, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or mplied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or of 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 herewith.
Both Clinigen Group plc 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.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Clinigen Group plc and no-one else in connection with the Placing and the proposed admission of the Company’s Ordinary Shares to trading on AIM. 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 Group plc for providing the protections afforded to its clients, nor for providing advice in relation to the Placing and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.