Quantum Pharma : Possible Offer for the Company

Possible Offer for the Company

16 August 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE 'CODE') AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

The Board of Quantum Pharma notes the movement in the Company's share price yesterday and today and confirms that it has received an indicative proposal from Clinigen Group plc ('Clinigen') regarding a possible offer for the Company (the 'Proposal') to be satisfied through a combination of new ordinary shares in Clinigen and cash. The Board emphasises that the Proposal is non-binding and is subject to material preconditions including customary due diligence. As a result, it is emphasised that there can be no certainty that an offer will be made for the Company, nor as to the terms on which any offer may be made.

This announcement is not, and should not be construed as being, an announcement of a firm intention by Clinigen to make an offer for Quantum Pharma under Rule 2.7 of the Code.

Rule 2.6(a) of the City Code on Takeovers and Mergers (the 'Code'), requires that Clinigen, by not later than 5.00 p.m. on 13 September 2017, being the 28th day following the date of this announcement, either announces a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.

A further announcement will be made in due course.

Pursuant to Rule 2.9 of the Code, the Company confirms that there are 169,117,640 ordinary shares of 10p in issue with International Securities Identification Number GB00BRTL8Q42.

As a consequence of this announcement, an 'Offer Period' has now commenced in respect of the Company in accordance with the rules of the Code and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

Enquiries/for further information:

Quantum Pharma plc	(via N+1 Singer LLP)
N+1 Singer (Rule 3 Adviser to Quantum Pharma) Sandy Fraser/James White	Tel. [phone]
Numis (Financial adviser to Clinigen) Michael Meade/James Black/Freddie Barnfield	Tel: [phone]

Nplus1 Singer LLP ('N+1 Singer'), which is authorised and regulated by the Financial Conduct Authority, is acting for the Company as financial adviser and broker in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. N+1 Singer will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any possible offer for the Company or arrangement referred to herein.

Numis Securities Ltd ('Numis'), which is authorised and regulated by the Financial Conduct Authority, is acting for Clinigen as financial adviser and broker in relation to the possible offer for the Company and is not acting for any other person in relation to such possible offer for the Company. Numis will not be responsible to anyone other than Clinigen for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any possible offer for Quantum Pharma or arrangement referred to herein.

Disclosure requirements of the Code:

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, 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.

Publication on website

A copy of this announcement will be made available on the Company's website http://www.quantumpharmagroup.com/

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

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