- Link to News & Events page from breadcrumb
- Portfolio news
Portfolio news .
Diurnal Group plc
Recommended cash acquisition by Neurocrine Biosciences, Inc.
30 Aug 2022
For the full announcement, please click here.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
30 August 2022
RECOMMENDED CASH ACQUISITION
of
Diurnal Group plc ("Diurnal")
by
Neurocrine Biosciences, Inc. ("Neurocrine")
to be implemented by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
Summary
· The boards of Neurocrine and Diurnal are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition pursuant to which Neurocrine shall acquire the entire issued and to be issued ordinary share capital of Diurnal (the "Acquisition"). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.
· The Acquisition values the entire issued and to be issued ordinary share capital of Diurnal at approximately £48.3 million.
· Under the terms of the Acquisition, Diurnal Shareholders shall be entitled to receive 27.5 pence in cash for each Diurnal Share, representing a premium of approximately:
o 144 per cent. to the Closing Price per Diurnal Share of 11.25 pence on 26 August 2022 (being the last Business Day prior to this announcement, the "Latest Practicable Date"); and
o 151 per cent. to the volume weighted average Closing Price of 10.93 pence per Diurnal Share for the three months ended on the Latest Practicable Date .
· If, on or after the date of this announcement and on or prior to the Effective Date, any dividend, distribution, or other return of value is declared, made, or paid or becomes payable by Diurnal, the Acquisition Price shall be reduced accordingly. In such circumstances, Diurnal Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.
· The Acquisition is conditional on, amongst other things, the approval of Diurnal Shareholders.
Information on Neurocrine
· Neurocrine is a neuroscience-focused, biopharmaceutical company with a simple purpose: to relieve suffering for people with great needs, but few options. Neurocrine is dedicated to discovering and developing life-changing treatments for patients with under-addressed neurological, neuroendocrine and neuropsychiatric disorders. Neurocrine's portfolio includes FDA-approved treatments for tardive dyskinesia (TD), Parkinson's disease, endometriosis and uterine fibroids, and a diversified portfolio of investigational therapies with the potential to address unmet clinical needs of patients worldwide living with neurological, endocrine and psychiatric disorders. Neurocrine has a workforce of approximately 1,200 employees, and is headquartered in San Diego, California.
· For the year ended 31 December 2021, Neurocrine reported net product sales of $1.09 billion (c. £0.9 billion) and net income of $89.6 million (c.£75.3 million). As at the Latest Practicable Date, Neurocrine had a market capitalisation of $10.0 billion (c.£8.4 billion).
Information on Diurnal
· Diurnal is a European specialty pharmaceutical group targeting patient needs in chronic endocrine (hormonal) diseases. Diurnal aims to develop and commercialise products to solve patient needs in endocrine diseases, primarily those that result from a deficiency of cortisol and testosterone, typically where there is either no licensed medicine or where current treatment does not sufficiently address patients' needs. Diurnal's portfolio includes approved treatments for paediatric adrenal insufficiency (AI) and congenital adrenal hyperplasia (CAH). Diurnal has a workforce of 33 employees, and is headquartered in Cardiff, UK.
· For the six months ended 31 December 2021, Diurnal reported unaudited net product sales (including royalties) of £2.13 million and a net loss of £7.95 million. As at the Latest Practicable Date, Diurnal had a market capitalisation of £19.1 million. Unaudited net product sales (including royalties) for the twelve months to 30 June 2022 were £4.62 million.
Diurnal recommendation
· The Diurnal Directors, who have been so advised by Panmure Gordon as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Diurnal Directors, Panmure Gordon has taken into account the commercial assessments of the Diurnal Directors. Panmure Gordon is providing independent financial advice to the Diurnal Directors for the purposes of Rule 3 of the Code.
· Accordingly, the Diurnal Directors intend to recommend unanimously that Diurnal Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as those Diurnal Directors who hold Diurnal Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 3,030,867 Diurnal Shares representing, in aggregate, approximately 1.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.
· Neurocrine has also received an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from IP Group in respect of a total of 49,900,285 Diurnal Shares, representing, in aggregate, approximately 29.3 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.
· In addition, Neurocrine has also received an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from (i) Development Bank of Wales in respect of a total of 11,534,888 Diurnal Shares, representing, in aggregate, approximately 6.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date and (ii) Polar Capital Holdings plc in respect of a total of 20,000,000 Diurnal Shares, representing, in aggregate, approximately 11.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.
· Neurocrine has therefore received irrevocable undertakings in respect of a total of 84,466,040 Diurnal Shares representing, in aggregate, approximately 49.7 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.
· Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.
· In addition to the irrevocable undertakings, Neurocrine has received a letter of intent from Amati Global Investors in respect of 8,786,429 Diurnal Shares, representing, in aggregate, approximately 5.2 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.
· In total, Neurocrine has received irrevocable undertakings and a letter of intent in respect of a total of 93,252,469 Diurnal Shares representing, in aggregate, approximately 54.8 per cent. of the ordinary share capital of Diurnal in issue on the Latest Practicable Date.
Timetable and Conditions
· The Acquisition shall be put to Scheme Shareholders at the Court Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, the implementation of the Scheme must also be approved at the General Meeting by Diurnal Shareholders representing at least 75 per cent. of votes cast at the General Meeting.
· The Conditions to the Acquisition are set out in Appendix 1 to this announcement, along with certain other terms; the full terms and conditions will be provided in the Scheme Document.
· The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting shall be published as soon as practicable and, in any event, within 28 days of this announcement (or such later time as the Panel agrees).
· The Acquisition is currently expected to complete during late October or early November 2022, subject to satisfaction or (where applicable) waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.
Commenting on the Acquisition, Anders Härfstrand, Non-Executive Chairman of Diurnal, said:
"The Board of Diurnal is delighted to announce this recommended offer for Diurnal. Diurnal and Neurocrine are highly complementary businesses, and we believe that Neurocrine's financial and operational resources will substantially accelerate the development of a leading franchise in diseases of cortisol deficiency, benefiting physicians and patients globally.
We believe that the Acquisition is compelling for Diurnal's shareholders given the risks associated with achieving Diurnal's vision of creating a profitable business, in particular the ongoing commercial roll out of Diurnal's products in Europe and the execution of key clinical studies, in addition to the substantial shareholder dilution that is likely to result from accessing the capital required to deliver this vision."
Commenting on the Acquisition, Kyle Gano, Chief Business Development and Strategy Officer of Neurocrine, said:
"We have followed Diurnal for several years and have a high regard for its people. We see a good strategic fit that offers benefits for both companies' stakeholders and the physician and patient communities we both serve."
This summary should be read in conjunction with the full text of this announcement (including the Appendices). The Acquisition shall be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix 2 to this announcement contains the sources of information and bases of calculations of certain information contained in this announcement, Appendix 3 to this announcement contains a summary of the irrevocable undertakings received in relation to this Acquisition and Appendix 4 to this announcement contains definitions of certain expressions used in this summary and in this announcement.
Enquiries:
Neurocrine Biosciences, Inc.
Todd Tushla, Vice President, Investor Relations
+1 858 617 7143
Smith Square Partners (Financial Adviser to Neurocrine)
John Craven
Toby Rolls
+44 (0) 20 3696 7260
Diurnal Group plc
Richard Bungay, Interim Chief Executive Officer
+44 (0) 20 3727 1000
Panmure Gordon (UK) Limited (Rule 3 Adviser, Financial Adviser, Nominated Adviser and Joint Broker to Diurnal)
Freddy Crossley
Emma Earl
Mark Rogers
Rupert Dearden
+44 (0) 20 7886 2500
Torreya (Strategic Adviser to Diurnal)
Stephanie Léouzon
Kelly Curtin
+44 (0) 20 7451 4550
FTI Consulting (Media and Investor Relations)
Simon Conway
Victoria Foster Mitchell
Alex Davis
+44 (0)20 3727 1000
Cooley (UK) LLP is retained as legal adviser to Neurocrine and Eversheds Sutherland (International) LLP is retained as legal adviser to Diurnal.
Important notices
Smith Square Partners, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Neurocrine and no one else in connection with the Acquisition and will not be responsible to anyone other than Neurocrine for providing the protections afforded to clients of Smith Square Partners nor for providing advice in relation to the Acquisition or any other matters referred to in this document. Neither Smith Square Partners 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 Smith Square Partners in connection with the Acquisition, this document, any statement contained herein or otherwise.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA and is acting as financial adviser, Rule 3 adviser, nominated adviser and joint broker to Diurnal and for no one else in connection with the Acquisition and other matters referred to in this Announcement and will not be responsible to anyone other than Diurnal for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement. Neither Panmure Gordon nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Panmure Gordon in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.
Torreya, which is authorised and regulated in the UK by the FCA and is a member of FINRA/SIPC in the US, is acting exclusively for Diurnal and no one else in connection with the Acquisition and will not be responsible to anyone other than Diurnal for providing the protections afforded to clients of Torreya nor for providing advice in connection with the Acquisition or any other matter referred to herein.
This announcement is for information purposes only and does not constitute, or form any part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities in any jurisdiction, pursuant to the Acquisition or otherwise.
The Acquisition shall be made solely by means of the Scheme Document (together with the Forms of Proxy) (or, if the Acquisition is implemented by way of Takeover Offer, the Takeover Offer document), which shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.
This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
With input from Neurocrine, Diurnal shall prepare the Scheme Document to be distributed to Diurnal Shareholders. Diurnal and Neurocrine urge Diurnal Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.
This announcement does not constitute a prospectus or prospectus exempted document.
Overseas Shareholders
The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom 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.
Unless otherwise determined by Neurocrine or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Diurnal Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The Acquisition shall be subject to the applicable requirements of the Code, the AIM Rules, the Panel, the London Stock Exchange and the Financial Conduct Authority.
Additional information for US investors
The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.
However, if Neurocrine were (subject to Panel consent) to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act and any applicable exemptions thereunder. Such a takeover would be made in the United States by Neurocrine and no one else.
In accordance with normal United Kingdom practice, Neurocrine or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Diurnal outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of its Diurnal Shares pursuant to the Scheme shall be a taxable transaction for United States federal income tax purposes. Each Diurnal Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.
Financial information relating to Diurnal included in this announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Neurocrine is organised under the laws of the State of Delaware in the United States of America and Diurnal is organised under the laws of England and Wales. Some or all of the officers and directors of Neurocrine and Diurnal, respectively, are residents of countries other than the United States. In addition, some of the assets of Neurocrine and Diurnal are located outside the United States. As a result, it may be difficult for US shareholders of Diurnal to effect service of process within the United States upon Neurocrine or Diurnal or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom.
Forward looking statements
This announcement (including information incorporated by reference in this announcement) may contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Diurnal, any member of the Diurnal Group, Neurocrine, any member of the Neurocrine Group or the Enlarged Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
The forward-looking statements contained in this announcement may relate to Diurnal, any member of the Diurnal Group, Neurocrine, any member of the Neurocrine Group or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Neurocrine's, any member of the Neurocrine Group or Diurnal's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Neurocrine's, any member of the Neurocrine Group or Diurnal's business.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.
Neither Diurnal or any member of the Diurnal Group or any of Neurocrine or any member of the Neurocrine Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.
Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.
The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the Neurocrine Group or Diurnal Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Diurnal, the Diurnal Group, Neurocrine and the Neurocrine Group and their respective associates, directors, officers, employees and advisers expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Neurocrine or Diurnal, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Neurocrine or Diurnal, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 per cent. 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 p.m. (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 shall 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 Panel's website at http://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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by Diurnal Shareholders, persons with information rights and other relevant persons for the receipt of communications from Diurnal may be provided to Neurocrine during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
A copy of this announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Diurnal's website at https://www.diurnal.com/investor/dallas and on Neurocrine's website at https://www.neurocrine.com/investors by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.
Diurnal Shareholders may request a hard copy of this announcement by contacting Link Group on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 am-17:30 pm, Monday to Friday excluding public holidays in England and Wales or by submitting a request in writing to our Registrars at Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Diurnal confirms that, as at the Latest Practicable Date, it had 170,040,825 ordinary shares of £0.05 each in issue and admitted to trading on AIM. Diurnal does not hold any shares in treasury. The International Securities Identification Number for the Diurnal Shares is GB00BDB6Q760.
General
If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Neurocrine intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Diurnal Shares in respect of which the Takeover Offer has not been accepted.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.