Result of Placing
Further to the announcement earlier today in relation to the proposed placing of ordinary shares, Clinigen Group plc ("Clinigen" or the "Company") announces that it has successfully placed 9,467,456 ordinary shares (the "Placing Shares") with institutional investors ("Placees") at a price of 845p per share (the "Placing Price") via an accelerated bookbuild (the "Placing"). Numis Securities Limited ("Numis") and RBC Europe Limited ("RBC") acted as joint bookrunners in connection with the Placing.
The Placing has raised gross proceeds of £80 million. The Placing Shares being issued represent, in aggregate, approximately 7.7 per cent of Clinigen's issued ordinary share capital prior to the Placing.
As part of the Placing, Shaun Chilton (CEO) and Anne Hyland (Independent Non-Executive Director) have agreed to subscribe for 7,101 and 4,142 Placing Shares respectively at the Placing Price.
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid after the date of issue of the Placing Shares.
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 1 October 2018 and that dealings in the Placing Shares will commence at that time.
Upon Admission, Clinigen's enlarged issued share capital will comprise 131,949,754 Ordinary Shares, with voting rights. Clinigen does not hold any shares in treasury. This figure of 131,949,754 Ordinary Shares may be used by shareholders in Clinigen following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of Clinigen under the Financial Conduct Authority's Disclosure and Transparency Rules.
The information contained in this announcement is inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging this announcement on behalf of Clinigen is Amanda Miller.
Clinigen Group plc
Shaun Chilton, Group Chief Executive
Martin Abell, Group Chief Financial Officer
Matt Parrish, Head of Investor Relations
Tel:+44 (0) 1283 495 010
Numis Securities Limited (Nominated Adviser, Joint Financial Adviser and Joint Corporate Broker to Clinigen)
Tel: +44 (0)20 7260 1000
RBC Capital Markets (Joint Financial Adviser and Joint Corporate Broker to Clinigen)
Tel: +44 (0)20 7653 4000
Instinctif Partners (FPR Adviser to Clinigen)
Melanie Toyne Sewell
Tel: +44 (0)20 7457 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.
This Announcement has been issued by and is the sole responsibility of the Company. 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 the Joint Bookrunners or by any of their respective affiliates or agents as to, or in relation to, the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by either of them, or on their behalf, the Company or any other person in connection with the Company, the Placing or Admission or for any other written or oral information made available to or publicly available to any interested party or its advisers, and nothing in this Announcement should be read as a promise or representation in this respect, whether or not to the past or the future. Each of the Joint Bookrunners and their respective affiliates and agents disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this Announcement or any such statement.
RBC Europe Limited is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the Prudential Regulation Authority and is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. RBC will not regard any other person as their client in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
Numis Securities Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company and no one else in connection with the Placing, the content of this Announcement and other matters described in this Announcement. Numis will not regard any other person as their client in relation to the Placing, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). The person responsible for arranging release of this information on behalf of the Company is Amanda Miller.