Issue of Equity and Rule 2.9 Announcement

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, Capital Markets and Strategy)	[phone]
Jefferies (Joint financial adviser to Ergomed) Michael Gerardi Matthew Miller Paul Bundred James Umbers	[phone]
Deutsche Numis (Joint financial adviser, Nominated adviser and Joint Broker to Ergomed) Freddie Barnfield Stuart Ord Alexander Kladov Euan Brown	[phone]
Peel Hunt (Joint Broker to Ergomed) James Steel John Welch Dr Christopher Golden	[phone]
Consilium Strategic Communications (PR adviser to Ergomed) Chris Gardner Matthew Neal	[phone]

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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

END