Proximagen Neuroscience plc - Compulsory acquisition of outstanding Minster Pharmaceuticals plc shares

05 Mar 2010

On 4 January 2010, the boards of Proximagen Neuroscience plc ("Proximagen") and Minster Pharmaceuticals plc ("Minster") announced the recommended offer by Proximagen for the entire issued and to be issued share capital of Minster (the "Offer"). On 17 February 2010 Proximagen announced that, as at 1.00 p.m. on 16 February 2010 (the "First Closing Date"), valid acceptances of the Offer had been received in respect of a total of 50,805,875 Minster Shares representing approximately 86.25 per cent. of the entire issued share capital of Minster and declared the Offer to be unconditional as to acceptances. As at 1.00p.m. on 4 March 2010, valid acceptance of the Offer had been received in respect of a total of 64,929,488 Minster Shares representing approximately 91.26 per cent of the entire issued share capital of Minster.

These acceptances include acceptances received in respect of 32,891,853* Minster Shares (representing approximately 55.84 per cent. of the existing issued share capital of Minster) which were subject to irrevocable commitments procured by Proximagen from all of the Minster Directors and certain other shareholders.

* The 32,891,853 Minster Shares subject to irrevocable commitments as set out above, differs by 200 Minster Shares from the number of Minster Shares subject to irrevocable commitments as set out in the Offer Document. The difference is due to an administrative error in the Offer Document.

Offer Remains Open for Acceptance

The Offer will remain open until further notice.

To accept the Offer:

  • If you hold Minster Shares in certificated form (that is, not in CREST), the form of acceptance should be completed, signed, witnessed and returned together with your share certificate in accordance with the instructions contained in the Offer Document and the form of acceptance.
  • If you hold Minster Shares in uncertificated form (that is, in CREST), you should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document.

Settlement

Settlement of the consideration to which Minster Shareholders are entitled under the Offer will be effected by the despatch of cheques or the crediting of CREST accounts:

  1. in the case of acceptances received, valid and complete in all respects, on or before 4 March 2010, as soon as possible but not later than 14 days of such date; and
  2. in the case of acceptances received, valid and complete in all respects, after such date but while the Offer remains open for acceptance, as soon as possible but not later than within 14 days of such receipt.

Compulsory acquisition procedure

As described in the Offer Document, as an acceptance level of not less than 90 per cent. has been reached, Proximagen is now entitled to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any remaining Minster Shares in respect of which acceptances have not then been received, on the same terms as the Offer. Proximagen will write to Minster Shareholders individually to notify them of the commencement of the compulsory acquisition procedure, which does not affect their right to accept the Offer in the normal way whilst it remains open for acceptance.

Cancellation to trading of Minster Shares on AIM

On 17 February 2010 Proximagen announced that it had procured the making of an application by Minister to cancel admission to trading in Minster Shares on AIM. Such cancellation is anticipated to take place at 7.00 a.m. on 18 March 2010.

A copy of this announcement, the Offer Document and the form of acceptance are available free of charge to view, subject to restrictions relating to persons located in jurisdictions where such availability is restricted, on Proximagen's website at http://www.proximagen.com/ and on Minster's website at http://www.minsterpharma.com/. In addition, copies of the Offer Document and form of acceptance will be available from the offices of Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Terms defined in the Offer Document have the same meaning in this announcement.

5 March 2010

Enquiries: 
For Proximagen
Proximagen Neuroscience plc              Phone: +44 (0)20 7848 6938
Kenneth Mulvany, Chief Executive Officer
James Hunter, Finance Director
Pelham Bell Pottinger                    Phone: +44 (0)20 7861 3800 
Charles Cook, Dan de Belder, Zoë Pocock
Evolution Securities Limited (NOMAD)    Phone: +44 (0)20 7071 4300
Stuart Andrews, Bobbie Hilliam, Tim Redfern

For Minster:
Minster Pharmaceuticals plc              Phone: +44 (0)20 7848 6938
Kenneth Mulvany, Director
James Hunter, Director
Buchanan Communications                 Phone: +44 (0)20 7466 5000
Mark Court
Nomura Code Securities Limited           Phone: +44 (0)20 7776 1200
(Rule 3 Advisers & NOMAD)
Richard Potts, Giles Balleny

This announcement is not intended to, and does not constitute, or form any part of an offer to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to purchase or subscribe for any securities in any jurisdiction, pursuant to the Offer or otherwise. Any acceptance or other response to the Offer should be made only on the basis of information contained in or referred to in the Offer Document and, in respect of Minster Shares held in certificated form, the form of acceptance.

Evolution Securities Limited, which is authorised and regulated by the Financial Services Authority is acting as financial adviser and broker to Proximagen and for no-one else in connection with the Offer and will not be responsible to anyone other than Proximagen for providing the protections afforded to customers of Evolution Securities Limited or for affording advice in relation to the Offer or any other matters referred to in this document.

Nomura Code Securities Limited, which is authorised and regulated by the Financial Services Authority, is acting as financial adviser to Minster and for no-one else in connection with the Offer and will not be responsible to anyone other than Minster for providing the protections afforded to customers of Nomura Code Securities Limited or for affording advice in relation to the Offer or any other matters referred to in this document.

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