NPH Neuropharm

 

TIDMNPH 
 
RNS Number : 8148B 
Neuropharm Group PLC 
03 November 2009 
 

+------------------------------------------+------------------------------------+ 
| For immediate release                    |                    3 November 2009 | 
+------------------------------------------+------------------------------------+ 
 
 
 
 
Neuropharm Group Plc 
("Neuropharm" or "the Company") 
 
 
 Possible Offer 
 
 
Neuropharm Group plc (AIM: NPH), a speciality pharmaceutical company focused on 
neurodevelopmental disorders, today announces that it is in discussions which 
may or may not lead to an offer being made for the Company. The Company further 
confirms that it is seeking a sale or merger of the Company in order that the 
value of its pipeline can be maximised. Piper Jaffray Ltd. has been appointed to 
advise the Company in connection with this process. 
 
 
Following the announcement of its preliminary results Neuropham has had 
discussions with its major shareholders to explore the options available to the 
Company to realise the maximum value of its pipeline. As a result of these 
discussions, and the prevailing market conditions, the Board of Neuropharm has 
concluded that shareholder value is more likely to be maximised through seeking 
a sale or merger partner which will be better placed to fund the Company's 
clinical development portfolio. 
 
 
Neuropharm is therefore deemed to be in an Offer Period for the purposes of the 
Takeover Code. The Company will provide a further update to shareholders at the 
time of its AGM on 9 December 2009, or such earlier time as may be appropriate 
depending on the progress of its discussions with third parties. 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the 
Company announces that it has 31,536,697 ordinary shares of 10 pence each in 
issue and admitted to trading on the AIM market of the London Stock Exchange 
plc. The International Securities Identification Number for the ordinary shares 
is GB00B1NPJJ01. 
 
 
 
 
 
 
For further information please contact: 
 
 
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| Neuropharm                                    |  + 44 (0) 1372 371 | 
|                                               |                171 | 
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| Robert Mansfield, Chief Executive Officer     |                    | 
| Graham Yeatman, Chief Financial Officer       |                    | 
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|                                               |                    | 
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| Piper Jaffray Ltd.                            |   + 44 (0) 20 3142 | 
|                                               |               8700 | 
+-----------------------------------------------+--------------------+ 
| Neil Mackison, Rupert Winckler                |                    | 
+-----------------------------------------------+--------------------+ 
|                                               |                    | 
+-----------------------------------------------+--------------------+ 
| Buchanan Communications                       |   + 44 (0) 20 7466 | 
|                                               |               5000 | 
+-----------------------------------------------+--------------------+ 
| Mark Court                                    |                    | 
+-----------------------------------------------+--------------------+ 
 
 
 
Notes to Editors: 
 
 
About Neuropharm 
Neuropharm is a speciality pharmaceutical company focused on the development of 
products for the treatment and management of neurodevelopmental disorders. 
Please visit www.neuropharm.co.uk for further information. 
 
 
Piper Jaffray, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for Neuropharm and for no-one else in 
connection with the matters referred to in this announcement and will not be 
responsible to anyone other than Neuropharm for providing the protections 
afforded to customers of Piper Jaffray nor for giving advice in relation to the 
matters referred to in this announcement. 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in 
1% or more of any class of "relevant securities" of Neuropharm, all "dealings" 
in any " relevant securities" of Neuropharm (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, lapses or is otherwise withdrawn or on which 
the "offer period" otherwise ends. If two or more persons act together pursuant 
to an agreement or understanding, whether formal or informal, to acquire an 
"interest" in "relevant securities" of Neuropharm, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Neuropharm by Neuropharm or by any of its "associates", must be 
disclosed by no later than 12.00 noon (London time) on the London business day 
following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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