TIDMDNL
RNS Number : 4511A
Diurnal Group PLC
23 September 2022
Diurnal Group plc
("Diurnal" or the "Company")
Correction: Publication of Scheme Document
The following amendment has been made to the RNS announcement
(RNS Number: 3693A) released at 07:00 on 23 September by the
Company.
In the Appendix: Expected Timetable of Principle Events
Last day of dealings in, or for registration of transfers of,
Diurnal Shares 31 October 2022
All other details remain unchanged. The full amended text is
shown below:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
23 SEPTEMBER 2022
RECOMMED CASH ACQUISITION
Of
Diurnal Group plc ("Diurnal")
By
Neurocrine Biosciences, Inc. ("Neurocrine")
to be implemented by means of a Scheme of Arrangement under Part
26 of the Companies Act 2006
Publication of Scheme Document
On 30 August 2022, the boards of directors of Diurnal and
Neurocrine announced that they had reached agreement on the terms
of a recommended cash offer by Neurocrine for the entire issued and
to be issued share capital of Diurnal (the "Acquisition"), to be
implemented by way of a court sanctioned scheme of arrangement
under Part 26 of the Companies Act (the "Scheme").
Publication of the Scheme Document
Diurnal announces that a circular in relation to the Scheme (the
"Scheme Document") setting out, among other things, a letter from
the Chair of Diurnal, an explanatory statement pursuant to section
897 of the Companies Act, the full terms and conditions of the
Scheme, an expected timetable of principal events, notices of the
Court Meeting and the General Meeting and details of the actions to
be taken by Diurnal Shareholders, will be published today on
Diurnal's website at https://www.diurnal.com/investor/dallas .
Hard copies of the Scheme Document (or, depending on Diurnal
Shareholders' communication preferences, a letter or email giving
details of the website where the Scheme Document may be accessed)
and Forms of Proxy for the Court Meeting and the General Meeting
are being sent to Diurnal Shareholders where applicable.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document. All references to times in this announcement are to
London, United Kingdom times unless stated otherwise.
Action required
As further detailed in the Scheme Document, in order to become
Effective, the Scheme will require, among other things, that the
requisite majority of: (i) Scheme Shareholders vote in favour of
the Scheme at the Court Meeting; and (ii) Diurnal Shareholders vote
in favour of the Special Resolution at the General Meeting.
Notices convening the Court Meeting and the General Meeting to
be held at the offices of Eversheds Sutherland (International) LLP,
One Wood Street, London EC2V 7WS on 21 October 2022 at 11:00 a.m.
(London time) and 11:15 a.m. (London time) (or as soon thereafter
as the Court Meeting concludes or is adjourned), respectively, are
set out in the Scheme Document.
Any changes to the arrangements for the Court Meeting and the
General Meeting will be communicated to Scheme Shareholders and
Diurnal Shareholders before the Meetings, through Diurnal's website
https://www.diurnal.com/investor/dallas and by announcement through
a Regulatory Information Service.
Scheme Shareholders and Diurnal Shareholders are strongly
encouraged to submit proxy appointments and instructions for the
Court Meeting and the General Meeting as soon as possible and in
any event so that the proxy appointment and instructions are
received by the Registrar no later than 11.00 a.m. and 11.15 a.m.
respectively on 19 October 2022, or in the case of any adjournment,
not later than 48 hours (excluding any part of such 48 hour period
that is not a Business Day) before the time fixed for the adjourned
Meeting).
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of opinion of Scheme
Shareholders.
Timetable
The Scheme Document contains an expected timetable of principal
events in relation to the Scheme, which is also set out in the
Appendix to this announcement. The Scheme remains conditional on
the approval of the requisite majority of Scheme Shareholders at
the Court Meeting and the requisite majority of Diurnal
Shareholders at the General Meeting. The Scheme is also subject to
the satisfaction (or, where applicable, waiver) of the other
Conditions and further terms, as described more fully in the Scheme
Document.
The Scheme is expected to become effective on 1 November 2022.
If any of the expected times and/or dates in the timetable change,
the revised times and/or dates will be notified to Scheme
Shareholders and Diurnal Shareholders by announcement through a
Regulatory Information Service.
Subject to the Scheme becoming Effective, it is intended that an
application will be made to the London Stock Exchange for the
cancellation of admission to trading of the Diurnal Shares on AIM,
with effect shortly following the Effective Date. Share
certificates in respect of the Diurnal Shares held in certificated
form will cease to be valid from the Effective Date. Diurnal
Shareholders that hold such share certificates are free to retain
them for their records or, alternatively, can destroy them
following the Effective Date. The last day of dealings in, and
registration of transfers of, Diurnal Shares on AIM is expected to
be the Business Day immediately prior to the Effective Date.
Recommendation
The Diurnal Directors, who have been so advised by Panmure
Gordon (UK) Limited ("Panmure Gordon") as to the financial terms of
the Acquisition, consider the terms of the Acquisition to be fair
and reasonable. In providing its advice to the Diurnal Directors,
Panmure Gordon has taken into account the commercial assessments of
the Diurnal Directors. Panmure Gordon is providing independent
financial advice to the Diurnal Directors for the purposes of Rule
3 of the Code.
Accordingly, the Diurnal Directors recommend unanimously that
Diurnal Shareholders vote in favour of the Scheme at the Court
Meeting and the resolution to be proposed at the General Meeting
(or, in the event that the Acquisition is implemented by way of a
Takeover Offer, to accept or procure acceptance of the Takeover
Offer), as those Diurnal Directors who hold Diurnal Shares have
irrevocably undertaken to do in respect of their own beneficial
holdings of Diurnal Shares.
Diurnal Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Additional Information for Diurnal Shareholders
If you have any questions about this announcement, the Scheme
Document, the Court Meeting or the General Meeting, or are in any
doubt as to how to complete the Forms of Proxy or to submit your
proxies electronically or online, please call the Registrar, Link
Group on +44 (0) 371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes. Lines are open between 09:00 am-17:30 pm, Monday
to Friday excluding public holidays in England and Wales. The
helpline cannot provide advice on the merits of the Acquisition nor
give any financial, legal or tax advice.
A copy of the Scheme Document will be submitted to the National
Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
Diurnal Group plc
Richard Bungay, Interim Chief Executive
Officer +44 (0) 20 3727 1000
Panmure Gordon (UK) Limited (Rule 3
Adviser, Financial Adviser, Nominated
Adviser and Broker to Diurnal)
Freddy Crossley
Emma Earl
Mark Rogers
Rupert Dearden +44 (0) 20 7886 2500
Torreya (Strategic Adviser to Diurnal)
Stephanie Léouzon
Kelly Curtin +44 (0) 20 7451 4550
FTI Consulting (Media and Investor Relations
Adviser to Diurnal)
Simon Conway
Victoria Foster Mitchell
Alex Davis +44 (0)20 3727 1000
Neurocrine Biosciences, Inc.
Todd Tushla, Vice President, Investor
Relations +1 858 617 7143
Smith Square Partners LLP (Financial
Adviser to Neurocrine)
John Craven
Toby Rolls +44 (0) 20 3696 7260
Cooley (UK) LLP is retained as legal adviser to Neurocrine and
Eversheds Sutherland (International) LLP is retained as legal
adviser to Diurnal.
Important Notices
This announcement is for information purposes only and does not
constitute, or form any part of, an offer to sell or an invitation
to purchase any securities or the solicitation of an offer to buy
any securities in any jurisdiction, pursuant to the Acquisition or
otherwise.
The Acquisition shall be made solely by means of the Scheme
Document (together with the Forms of Proxy) (or, if the Acquisition
is implemented by way of Takeover Offer, the Takeover Offer
document), which shall contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside England and Wales.
The Acquisition shall be subject to the applicable requirements
of the Code, the AIM Rules, the Panel, the London Stock Exchange
and the Financial Conduct Authority.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
This announcement does not constitute a prospectus or prospectus
exempted document.
Disclaimers
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser, Rule 3 adviser, nominated adviser and
broker to Diurnal and for no one else in connection with the
Acquisition and other matters referred to in this announcement and
will not be responsible to anyone other than Diurnal for providing
the protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matters referred to in this announcement. Neither Panmure
Gordon nor any of its affiliates, directors or employees owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, consequential, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a
client of Panmure Gordon in connection with this announcement, any
statement contained herein, the Acquisition or otherwise.
Torreya Capital LLC ("Torreya"), which is authorised and
regulated in the UK by the FCA and is a member of FINRA/SIPC in the
US, is acting exclusively for Diurnal and no one else in connection
with the Acquisition and will not be responsible to anyone other
than Diurnal for providing the protections afforded to clients of
Torreya nor for providing advice in connection with the Acquisition
or any other matter referred to herein.
Smith Square Partners LLP ("Smith Square Partners"), which is
authorised and regulated in the UK by the FCA, is acting
exclusively as financial adviser to Neurocrine and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Neurocrine for providing the protections afforded
to clients of Smith Square Partners nor for providing advice in
relation to the Acquisition or any other matters referred to in
this document. Neither Smith Square Partners 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 Smith Square Partners in connection with the Acquisition, this
document, any statement contained herein or otherwise.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom 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.
Unless otherwise determined by Neurocrine or required by the
Code, and permitted by applicable law and regulation, the
Acquisition shall not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the offer by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Diurnal Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Additional information for US investors
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Securities Exchange
Act.
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.
However, if Neurocrine were (subject to Panel consent) to elect
to implement the Acquisition by means of a Takeover Offer, such
Takeover Offer shall be made in compliance with all applicable
United States laws and regulations, including Section 14(e) and
Regulation 14E under the US Exchange Act and any applicable
exemptions thereunder. Such a takeover would be made in the United
States by Neurocrine and no one else.
In accordance with normal United Kingdom practice, Neurocrine or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of Diurnal outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of
its Diurnal Shares pursuant to the Scheme shall be a taxable
transaction for United States federal income tax purposes. Each
Diurnal Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Financial information relating to Diurnal included in this
announcement and the Scheme Document has been or shall have been
prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
Neurocrine is organised under the laws of the State of Delaware
in the United States of America and Diurnal is organised under the
laws of England and Wales. Some or all of the officers and
directors of Neurocrine and Diurnal, respectively, are residents of
countries other than the United States. In addition, some of the
assets of the Neurocrine and Diurnal are located outside the United
States. As a result, it may be difficult for US shareholders of
Diurnal to effect service of process within the United States upon
Neurocrine or Diurnal or their respective officers or directors or
to enforce against them a judgment of a US court predicated upon
the securities laws of the United Kingdom.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement) and the Scheme Document, may
contain statements which are, or may be deemed to be, "forward
looking statements". Such forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which
Diurnal, any member of the Diurnal Group, Neurocrine, any member of
the Neurocrine Group or the Enlarged Group shall operate in the
future and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by those statements.
The forward-looking statements contained in this announcement or
the Scheme Document may relate to Diurnal, any member of the
Diurnal Group, Neurocrine, any member of the Neurocrine Group or
the Enlarged Group's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and
other statements other than historical facts. In some cases, these
forward looking statements can be identified by the use of forward
looking terminology, including the terms "believes", "estimates",
"will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Neurocrine's, any member of the Neurocrine
Group or Diurnal's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of global economic
conditions and governmental regulation on Neurocrine's, any member
of the Neurocrine Group or Diurnal's business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease
outbreak. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such factors.
Neither Diurnal or any of Neurocrine or any member of the
Neurocrine Group, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
or the Scheme Document shall actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature
involve, risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Enlarged Group, there may be additional changes to the Enlarged
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
The forward-looking statements speak only at the date of this
announcement or the Scheme Document (as applicable). All subsequent
oral or written forward-looking statements attributable to any
member of the Neurocrine Group or Diurnal Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
Diurnal, the Diurnal Group, Neurocrine and the Neurocrine Group
and their respective associates, directors, officers, employees or
advisers expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any
competent regulatory authority, whether as a result of new
information, future events or otherwise.
No profit forecasts or estimates
No statement in this announcement or the Scheme Document is
intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that
earnings or earnings per share for Neurocrine or Diurnal, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Neurocrine or Diurnal, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 per cent. 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 p.m.
(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 shall 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 Panel's website at http://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.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.3 of the Takeover Code, shall be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on the websites of Diurnal at
https://www.diurnal.com/investor/dallas and of Neurocrine at
https://www.neurocrine.com/investors by no later than 12 noon
(London time) on the business day following the date of this
announcement. For the avoidance of doubt, the contents of those
websites are not incorporated into and do not form part of this
announcement.
Diurnal Shareholders may request a hard copy of this
announcement by contacting Link Group on +44 (0) 371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. Lines are open
between 09:00 am-17:30 pm, Monday to Friday excluding public
holidays in England and Wales or by submitting a request in writing
to our Registrars at Link Group, 10th Floor, Central Square, 29
Wellington Street, Leeds, LS1 4DL. If you have received this
announcement in electronic form, copies of this announcement and
any other document or information incorporated by reference into
this document will not be provided unless such a request is
made.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Diurnal Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Diurnal may be provided to Neurocrine during
the Offer Period as requested under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.
.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Time and/or date
Latest time for lodging Forms of Proxy for the:
Court Meeting (blue form)
.............................................................................
11.00 a.m. on 19 October 2022 (1)
General Meeting (yellow form)
.....................................................................
11.15 a.m. on 19 October 2022 (2)
Voting Record Time for the Court Meeting and the General Meeting
..... 6.00 p.m. on 19 October 2022 (3)
Court Meeting
..................................................................................................................
11.00 a.m. on 21 October 2022
General Meeting
..........................................................................................................
11.15 a.m. on 21 October 2022 (4)
The following dates are indicative only and are subject to
change (5)
Court Hearing
.............................................................................................................................................
28 October 2022
Last day of dealings in, or for registration of transfers of,
Diurnal Shares ..................................... 31 October
2022
Scheme Record Time
.......................................................................................................
6.00 p.m. on 31 October 2022
Dealings in Diurnal Shares suspended
......................................................................
7.30 a.m. on 1 November 2022
Effective Date of the Scheme
........................................................................................................
1 November 2022 (D)
Cancellation of admission to trading of Diurnal Shares
.............................. 7.00 a.m. on 2 November 2022
(D+1)
Despatch of cheques and crediting of CREST for Cash
Consideration due under the Scheme ............. by D+14
Long Stop Date
.....................................................................................................................................
28 February 2023(6)
Notes:
(1) It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours before the time appointed
for the Court Meeting, excluding any part of a day that is not a
business day. Blue Forms of Proxy not so lodged may be handed to
the Chairman of the Court Meeting or Link Group on behalf of the
Chairman of the Court Meeting before the start of the Court
Meeting.
(2) Yellow Forms of Proxy for the General Meeting must be lodged
not later than 48 hours before the time appointed for the General
Meeting, excluding any part of a day that is not a business day.
Yellow Forms of Proxy for the General Meeting not lodged by this
time will be invalid.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days before the
date of the adjourned meeting, excluding any part of a day that is
not a business day.
(4) Or as soon as the Court Meeting shall have concluded or been adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) a copy of the Court Order is delivered to the Registrar
of Companies.
(6) This is the latest date by which the Scheme may become
Effective unless Neurocrine and Diurnal agree (and the Panel and,
if required, the Court permit) a later date.
All references in this document to times are to London time
unless otherwise stated. The dates and times given are indicative
only and are based on Diurnal's current expectations and may be
subject to change (including as a result of changes to the
regulatory timetable). If any of the expected times and/or dates
above change, the revised times and/or dates will be notified to
Diurnal Shareholders by announcement through a Regulatory
Information Service.
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END
SOAEAPNDAAKAEEA
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September 23, 2022 04:28 ET (08:28 GMT)
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