REG - Ergomed plc - Issue of Equity and Rule 2.9 Announcement

ErgomedAnnouncement

09/11/2023 14:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231109:nRSI9893Sa&default-theme=true

RNS Number : 9893S  Ergomed plc  09 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

 

FOR IMMEDIATE RELEASE

 

 

 

9 November 2023

 

 

Recommended cash acquisition of

 

Ergomed plc

by

 

Eden AcquisitionCo Limited

(a newly incorporated company controlled and owned by funds advised by Permira
Advisers LLC)

 

to be implemented by means of a scheme of arrangement of Ergomed plc under
Part 26 of the Companies Act 2006

 

 

ISSUE OF EQUITY AND RULE 2.9 ANNOUNCEMENT

 

On 4 September 2023, the boards of directors of Eden AcquisitionCo Limited
("Bidco") and Ergomed plc ("Ergomed" or the "Company") announced that they had
reached an agreement on the terms of a recommended cash acquisition by Bidco
for the entire issued and to be issued ordinary share capital of Ergomed (the
"Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"). On 13 October 2023, Ergomed announced that the Scheme was
approved by the Scheme Shareholders at the Court Meeting held on that date and
the Special Resolution relating to the implementation of the Scheme was
approved by the Ergomed Shareholders at the General meeting also held on that
date.

In connection with the Acquisition, and to satisfy awards held by employees of
Ergomed under the Company's share option plans, which will vest and become
exercisable upon Court sanction of the Scheme, Ergomed announces that it has
applied for 1,019,749 ordinary shares of 1p each in the capital of Ergomed to
be admitted to trading on AIM ("Admission"). Admission is expected to take
place at 8.00 a.m. on 10 November 2023.

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Code"), Ergomed confirms that, on the 10 November, following the Admission,
Ergomed will have 52,084,254 ordinary shares of 1p each in issue. This figure
may be used by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

The International Securities Identification Number for Ergomed Shares is
GB00BN7ZCY67.

 

 

 Ergomed                                                                         +44 (0) 1483 402 975

 Miroslav Reljanović (Executive Chairman)

 Jonathan Curtain (Chief Financial Officer)

 Keith Byrne (Senior Vice President, Capital Markets and Strategy)
 Jefferies (Joint financial adviser to Ergomed)                                  +44 (0) 20 7029 8000

 Michael Gerardi

 Matthew Miller

 Paul Bundred

 James Umbers
 Deutsche Numis (Joint financial adviser, Nominated adviser and Joint Broker to  +44 (0) 20 7260 1000
 Ergomed)

 Freddie Barnfield

 Stuart Ord

 Alexander Kladov

 Euan Brown
 Peel Hunt (Joint Broker to Ergomed)                                             +44 (0) 20 7418 8900

 James Steel

 John Welch

 Dr Christopher Golden
 Consilium Strategic Communications (PR adviser to Ergomed)                      +44 (0) 20 3709 5700

 Chris Gardner

 Matthew Neal

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Ergomed and no one else in connection with the matters set out
in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than Ergomed for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to any matter referred to in
this announcement or any transaction or arrangement referred to herein.
Neither Jefferies nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Jefferies in connection with this announcement, any statement
contained herein, any transaction or arrangement referred to herein, or
otherwise.

Numis Securities Limited ("Deutsche Numis") which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Ergomed and no one else in connection with the matters set out
in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than Ergomed for providing the protections afforded to clients of
Deutsche Numis nor for providing advice in relation to any matter referred to
in this announcement or any transaction or arrangement referred to herein.
Deutsche Numis is not responsible for the contents of this announcement.
Neither Deutsche Numis nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Deutsche Numis in connection with this announcement, any statement
contained herein, any transaction or arrangement referred to herein, or
otherwise.

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for Ergomed and
no one else in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to the matters in
this announcement and will not be responsible to anyone other than Ergomed for
providing the protections afforded to clients of Peel Hunt nor for providing
advice in relation to any matter referred to in this announcement or any
transaction or arrangement referred to herein.  Peel Hunt is not responsible
for the contents of this announcement.  Neither Peel Hunt nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Peel Hunt in connection with
this announcement, any statement contained herein, any transaction or
arrangement referred to herein, or otherwise.

About Ergomed plc

Ergomed provides specialist services to the pharmaceutical industry spanning
all phases of clinical development, post-approval pharmacovigilance and
medical information. Ergomed's fast-growing services business includes an
industry-leading suite of specialist pharmacovigilance (PV) solutions,
integrated under the PrimeVigilance brand, a full range of high-quality
clinical research and trial management services under the Ergomed brand (CRO)
and mission-critical regulatory compliance and consulting services under the
ADAMAS brand. For further information, visit: http://ergomedplc.com.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCNKCBBQBDDPDK