TIDMERGO
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
Miroslav Reljanović (Executive
Chairman)
Jonathan Curtain (Chief Financial Officer)
Keith Byrne (Senior Vice President, +44 (0) 1483 402
Capital Markets and Strategy) 975
Jefferies (Joint financial adviser
to Ergomed)
Michael Gerardi
Matthew Miller
Paul Bundred
James Umbers +44 (0) 20 7029 8000
Deutsche Numis (Joint financial adviser,
Nominated adviser and Joint Broker to
Ergomed)
Freddie Barnfield
Stuart Ord
Alexander Kladov
Euan Brown +44 (0) 20 7260 1000
Peel Hunt (Joint Broker to Ergomed)
James Steel
John Welch
Dr Christopher Golden +44 (0) 20 7418 8900
Consilium Strategic Communications
(PR adviser to Ergomed)
Chris Gardner
Matthew Neal +44 (0) 20 3709 5700
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.
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END
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November 09, 2023 09:27 ET (14:27 GMT)
Ergomed (LSE:ERGO)
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Ergomed (LSE:ERGO)
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