Offer update
10 March 2010
Neuropharm Group plc (AIM: NPH), a speciality pharmaceutical company focused on neurodevelopmental disorders, today provides an update to shareholders on developments in relation to the proposed sale or merger of the Company.
Neuropharm has been in discussions with a number of parties since it entered an offer period on 3 November 2009 and announced that it was pursuing a proposed sale or merger of the Company. The Company is continuing talks with a potentially interested party, which is in the advanced stages of due diligence, but no indicative offer has yet been received from that party.
In light of continued uncertainty as to whether an offer will be made for Neuropharm and the costs associated with maintaining the quotation of the Company's securities on AIM and the continued operation of the business, the Board has resolved to explore a return of cash to shareholders. This could be achieved by way of a proposal to shareholders for a members' voluntary liquidation of the AIM quoted company, Neuropharm Group plc, within the next two months and the potential realisation of value from the sale of Neuropharm Limited, the operating company, or the programmes in its portfolio.
The Company is also taking the opportunity to update shareholders on the Company's cash position. The Company has significantly reduced its cash burn and, as at 31 December 2009, had unaudited cash, cash equivalents and money market investments of £6.18 million (30 June 2009: £7.04 million).
A further update to shareholders will be provided in due course.
For further information please contact:
Neuropharm + 44 (0) 1372 371 171
Robert Mansfield , Chief Executive Officer
Graham Yeatman, Chief Financial Officer
Piper Jaffray Ltd. + 44 (0) 20 3142 8700
Neil Mackison , Rupert Winckler
Buchanan Communications + 44 (0) 20 7466 5000
Mark Court
Notes to Editors:
About Neuropharm
Neuropharm is a speciality pharmaceutical company focused on the development of products for the treatment and management of neurodevelopmental disorders. Please visit www.neuropharm.co.uk for further information.
Piper Jaffray, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Neuropharm and for no-one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Neuropharm for providing the protections afforded to customers of Piper Jaffray nor for giving advice in relation to the matters referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Neuropharm, all "dealings" in any " relevant securities" of Neuropharm (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an " interest" in "relevant securities" of Neuropharm, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Neuropharm by Neuropharm or by any of its "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Rule 2.10
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company announces that it has 31,536,697 ordinary shares of 10 pence each in issue and admitted to trading on the AIM market of the London Stock Exchange plc. The International Securities Identification Number for the ordinary shares is GB00B1NPJJ01