Notice of EGM

RNS Number : 2313M

Uniphar PLC

20 January 2021

 

Publication of Circular convening an Extraordinary General Meeting

Dublin, London | 20 January 2021: Uniphar plc ("Uniphar" or the "Company") today announces that an Extraordinary General Meeting (the "EGM") of the Company will be held at its registered office at 4045 Kingswood Road, Citywest   Business Park, Co. Dublin, D24 V06K, Ireland, on 15 February 2021 at 11.00 a.m. The circular, which includes the Notice of the EGM, (the "Circular") and a Form of Proxy will be issued to shareholders today.

The business of the EGM will be to consider and, if thought fit, approve certain resolutions relating to the replacement of CREST with a system operated by Euroclear Bank SA/NV for the electronic settlement of trading in the Company's ordinary shares (the "Resolutions"). Approval of the Resolutions is necessary to ensure that transactions in the Company's shares can continue to be settled electronically when they take place on Euronext Dublin or the London Stock Exchange and remain eligible for continued admission to trading and listing on those exchanges, which is crucial to the interests of the Company and its shareholders as a whole. The Board strongly urges shareholders to review the contents of the Circular in their entirety, including the documents referred to therein, and consider the Board's recommendation to vote in favour of the Resolutions.

The Circular, Form of Proxy and copies of the documents referred to in the Circular are available to view on the Company's website at https://www.uniphar.ie/static/investors /shareholder-centre/EGM   and will be available for inspection during normal business hours on any business day from today until the conclusion of the EGM at the registered office of the Company. In accordance with applicable regulations and public health guidelines in force in Ireland in connection with Covid-19, shareholders are requested not to physically attend the Company's registered office to inspect those documents and are instead requested to inspect those documents online.

Public Health Guidelines and the EGM

The Company is acutely aware of the very challenging and continuously evolving situation currently faced by society in dealing with the Covid-19 pandemic and we are closely monitoring the situation and the measures advised by the Government of Ireland and the Department of Health. The Company has a legal obligation to hold this EGM, and while it is expected that the EGM will proceed as planned on 15 February 2021, it is likely to do so under very constrained circumstances. Under the Migration of Participating Securities Act 2019 the quorum for the EGM is at least three persons holding or representing by proxy at least one-third in nominal value of the issued shares in the Company. In order to avoid unnecessary risk to the Company's shareholders, employees and other attendees, the Company recommends that shareholders participate in the EGM by electronic means, including by casting their proxy votes electronically in advance of the meeting. Details of how to do so are set out in further detail in the Circular.

A listen only conference call facility will be provided to allow shareholders to listen to the business of the meeting. Please note that this facility will allow you to listen to the business of the EGM only, you will not be able to use this facility to vote, raise points or issues, ask questions or table resolutions.  If you wish to listen live to the EGM proceedings, you can register for the conference call and receive participant log-in details at https://www.uniphar.ie/static/investors/shareholder-centre/EGM .

Shareholders availing of this facility should also ensure to submit their Form of Proxy by the relevant deadline in advance of the EGM, as it will not be possible to vote using the conference call facility.

Shareholders are invited to submit questions in writing in advance of the meeting either by email to [e-mail] or by post to the Company Secretary, Uniphar plc, 4045 Kingswood Road, Citywest Business Park, Co. Dublin, D24 V06K, Ireland. Questions must be received by 5.00 p.m. on 12 February 2021 . Shareholders must include their Shareholder Reference Number (as set out on their Form of Proxy) with any question submitted

The Company continues to monitor the impact of Covid-19 and any relevant updates regarding the EGM, including any changes to the arrangements outlined in this Circular, will be announced via stock exchange announcement and will be available on https://www.uniphar.ie/static/investors/shareholder-centre/EGM .

In the event that it is not possible to hold the EGM either in compliance with public health guidelines or applicable law or where it is otherwise considered that proceeding with the EGM as planned poses an unacceptable health and safety risk, the EGM may be adjourned or postponed or relocated to a different time and/or venue, in which case notification of such adjournment or postponement or relocation will be given in accordance with applicable law.

For further details contact:

Uniphar	[phone]
Brian O'Shaughnessy
Group Director of Corporate Development	[e-mail]
Davy	[phone]
(Joint Corporate Broker, Nominated Adviser and Euronext Growth Adviser)
Fergal Meegan
Barry Murphy
Orla Cowzer
RBC Capital Markets (Joint Corporate Broker)	[phone]
Darrell Uden
Jonathan Hardy
Jamil Miah
Stifel Nicolaus Europe Limited (Joint Corporate Broker)	[phone]
Matt Blawat
Ben Madison
Francis North
Q4 PR	[phone] or
(Public Relations Adviser to Uniphar)	[phone]
Iarla Mongey

 

About Uniphar plc 

Headquartered in Dublin, Ireland, Uniphar plc ("Uniphar" and together with its subsidiaries the "Group") is an international diversified healthcare services business, servicing the requirements of more than 200 multinational pharmaceutical and medical technology manufacturers across three divisions - Commercial & Clinical, Product Access and Supply Chain & Retail.

The Group has strong established relationships with 7 of the top 10 pharma companies and 6 of the top 10 medical device companies. With a workforce of more than 2,500, the Group is active in Ireland, the UK, the Benelux, the Nordics and the US, delivering unlicensed and specialty medicine on a global basis.

The Group's vision is to improve patient access to pharmaco-medical products and treatments by enhancing connectivity between manufacturers and healthcare stakeholders. Uniphar represents a strong combination of scale, growth and profitability.

Commercial & Clinical

In Commercial & Clinical the Group provides sales, marketing & distribution solutions to multinational pharmaceutical and medical device manufacturers on an outsourced basis. Active in Ireland, the UK, the Benelux, and the Nordics, the Group is growing with its clients to provide pan-European solutions. Uniphar has built a fully integrated multi-channel solution that is supported by highly experienced, clinically trained teams to deliver exceptional outcomes for all clients.

Product Access

In Product Access the Group is growing two distinct service offerings: 1) "On Demand Access", which are pharmacy led solutions for sourcing and supplying unlicensed medicines to meet the needs of both retail and hospital pharmacists; and 2) "Exclusive Access", which are manufacturer led solutions for controlling the release of speciality medicines for specifically approved patient populations in agreed markets. The Group currently delivers product access solutions on a global basis.

Supply Chain & Retail

Uniphar is an established market leader in Ireland with over a 50% market share in the wholesale/hospital market, supported by a network of c.330 owned, franchised and symbol group pharmacies. The business supports the diverse customer base through the provision of strong service levels coupled with innovative commercial initiatives. Supply Chain & Retail is an Irish only business for the Group, although the manufacturer relationships and infrastructure are utilised for the benefit of the growth divisions, Commercial & Clinical and Product Access.

 

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