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

 

20 May 2016

 

Recommended all share merger of

Skyepharma PLC ("Skyepharma") and Vectura Group plc ("Vectura") 

Revised Timetable of Principal Events

Revised Partial Cash Alternative Election Return Date

 

On 16 March 2016, the Boards of Skyepharma and Vectura announced that they had reached agreement regarding the terms 
of a recommended merger (the "Merger"), to be implemented by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") through which Vectura will acquire the entire issued and to be issued ordinary share capital of Skyepharma. The circular to shareholders of Skyepharma in connection with the Scheme (the "Scheme Document") was posted on 8 April 2016.

On 5 May 2016, the Scheme was approved by the Skyepharma Shareholders at the Court Meeting, the Special Resolution to approve and implement the Scheme was passed at the Skyepharma General Meeting and the resolution put to Vectura Shareholders to approve the Merger was passed at the Vectura General Meeting.

On 16 May 2016, the Competition and Markets Authority (the "CMA") confirmed that the Merger does not qualify for investigation under the Enterprise Act 2002. Skyepharma and Vectura confirmed that this satisfied the CMA clearance condition set out in the announcement of the proposed Merger released on 16 March 2016 and in Part 3 (Conditions to and Further Terms of the Merger) of the Scheme Document.

In light of this, the Boards of Skyepharma and Vectura announce an update to the expected timetable of principal events that were set out in the Scheme Document.

Revised Expected Timetable for the Merger

Completion of the Scheme remains subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing.

The expected timetable and remaining principal events is as follows:

 

Event	Time and Date
Certain of the following dates are subject to change:
Preliminary announcement of Vectura's results for the twelve months ended 31 March 2016	26 May 2016
Publication of Vectura's supplementary prospectus in relation to the Merger	26 May 2016
Latest time for returning Forms of Election and making elections through CREST	1.00 p.m. on 8 June 2016
Court Hearing to sanction the Scheme	9 June 2016
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Skyepharma Shares	9 June 2016
Suspension of listing of, and dealings in, Skyepharma Shares	6.00 p.m. on 9 June 2016
Scheme Record Time	6.00 p.m. on 9 June 2016
Scheme Effective Date	10 June 2016
De‑listing of Skyepharma Shares	by no later than 8.00 a.m. on 10 June 2016
Admission and commencement of dealings in New Vectura Shares on the London Stock Exchange	10 June 2016
CREST accounts credited with New Vectura Shares	as soon as possible after 8.00 a.m. on 10 June 2016
Latest date for despatch of share certificates in respect of New Vectura Shares due under the Share Offer and cheques in respect of the cash consideration pursuant to the Partial Cash Alternative, or settlement through CREST	Within 14 days of the Effective Date
Long Stop Date	1 September 2016 (or such later date as Skyepharma and Vectura may, with the consent of the Panel, agree and the Court (if required) may allow)

These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date upon which the Conditions are satisfied or, if capable of waiver, waived.  The timetable is also dependent on when the Court Order sanctioning the Scheme is delivered to the Registrar of Companies.  Skyepharma will give notice of any further change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, posting notice of the change(s) to Skyepharma Shareholders and persons with information rights.

Partial Cash Alternative

The revised timetable brings forwards the Election Return Date, which is the date on which your ability to make an election under the Partial Cash Alternative is cut off.

If you wish to make an election in respect of the Partial Cash Alternative you MUST ensure your election is received by NO LATER THAN 1.00 P.M. ON 8 JUNE 2016.

Non-CREST shareholders

Skyepharma Shareholders who hold certificated Skyepharma Shares and who wish to elect for the Partial Cash Alternative but have not done so already should complete and return the green Form of Election using the reply paid envelope provided (if posting is being made within the UK) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom as soon as possible, but in any event so as to be received by no later than 1.00 p.m. on the Election Return Date.  

You should only complete and return the green Form of Election if you wish to make an election in respect of the Partial Cash Alternative. If you wish only to receive New Vectura Shares in respect of your Skyepharma Shares, you do NOT need to complete and return the green Form of Election.

For the avoidance of doubt, the green Form of Election for use in respect of the Partial Cash Alternative which accompanied the Scheme Document will remain valid and can be used accordingly.

CREST shareholders

Skyepharma Shareholders who are CREST shareholders and who wish to elect for the Partial Cash Alternative should elect to do so electronically via the procedure set out in Schedule 1 (Notes on Electing for the Partial Cash Alternative) to the Scheme Document as soon as possible, but in any event so as to be received by no later than 1.00 p.m. on the Election Return Date.

You should only make any such election electronically if you wish to make an election in respect of the Partial Cash Alternative. If you wish only to receive New Vectura Shares in respect of your Skyepharma Shares, you do NOT need to make any such election electronically.

Skyepharma Shareholder Helpline

If you have any queries on how to make a valid election in respect of the Partial Cash Alternative, please call Skyepharma's registrars, Capita Asset Services, on 0371 664 0321. 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. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

The Partial Cash Alternative may represent more or less value than the value available under the Share Offer, depending on changes in the market price of Vectura Shares. As at 19 May 2016, the Merger values each Skyepharma Share at 472.26 pence compared with 410.15 pence per Skyepharma Share available (subject to scale back) under the Partial Cash Alternative.

Full details of the Partial Cash Alternative are set out in the Scheme Document.

Next steps

A letter, enclosing a copy of this announcement, will be sent to Skyepharma Shareholders and persons with information rights today.  A copy of this letter will shortly be available on the Skyepharma website at www.skyepharma.com and also on the Vectura website at www.vectura.com.

Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document. All references in this announcement to times are to times in London (unless otherwise stated).

 

Enquiries:

 

Skyepharma                                                                                                                       Tel: +44 (0) 207 881 0524

Peter Grant

Andrew Derodra

Jonathan Birt

 

Lazard (sole financial adviser to Skyepharma)                                                           Tel: +44 (0) 207 187 2000

Nicholas Shott

Stephen Sands

Andrew Murray-Lyon

 

N+1 Singer (broker to Skyepharma)                                                                            Tel: +44 (0) 207 496 3000

Shaun Dobson

Gillian Martin

Jen Boorer

 

FTI Consulting (PR adviser to Skyepharma)                                                               Tel: +44 (0) 203 727 1000

Julia Phillips

Brett Pollard

Natalie Garland-Collins

 

Vectura                                                                                                                               Tel: +44 (0) 124 966 7700

Karl Keegan      

Fleur Wood

            

J.P. Morgan Cazenove (financial adviser, sponsor and broker to Vectura)           Tel: +44 (0) 207 742 4000

James Mitford

Christopher Dickinson

Alex Bruce

 

Rothschild (financial adviser and sponsor to Vectura)                                              Tel: +44 (0) 207 280 5000

Dominic Hollamby

Julian Hudson

Yon Jan Low

 

Peel Hunt (broker to Vectura)                                                                                        Tel: +44 (0) 207 418 8900

James Steel

 

Citigate Dewe Rogerson (PR adviser to Vectura)                                                       Tel: +44 (0) 207 638 9571

David Dible

Mark Swallow

 

 

Important notices relating to financial advisers

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively as financial adviser for Skyepharma and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Skyepharma for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters referred to in this announcement. Neither Lazard 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 Lazard in connection with this announcement, any statement contained herein or otherwise.

 

J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove is acting exclusively for Vectura and no one else in connection with the Merger and the contents of this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Vectura for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to herein.

 

N M Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Vectura and for no one else in connection with the Merger and the contents of this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Vectura for providing the protections afforded to clients of Rothschild, or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to herein.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of Skyepharma or Vectura pursuant to the Merger in any jurisdiction in contravention of applicable law. The Merger is to be implemented by way of the Scheme pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Merger. Any decision or other response in respect of the Merger should be made only on the basis of information contained in the Scheme Document. This announcement does not constitute a prospectus or prospectus-equivalent document.

 

Overseas jurisdictions

 

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable restrictions.  Any failure to comply with such restrictions may constitute a violation of the securities laws of such jurisdictions.

 

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.  Nothing in this announcement should be relied upon for any other purpose.

 

The implications of the Merger for persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions.  Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements.  It is the responsibility of each Overseas Shareholder to satisfy itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

 

This announcement has been prepared for the purposes of complying with English law and the Takeover 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 the United Kingdom.  Overseas Shareholders should consult their own legal and tax advisers with regard to the legal and tax consequences of the Scheme to their particular circumstances.

 

All Skyepharma Shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to, forward this announcement to any jurisdiction outside the United Kingdom, should seek appropriate independent professional advice before taking any action.

 

The New Vectura Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10). US persons should note that the Scheme relates to the shares of an English company which are not registered under the US Exchange Act and is being implemented under English company law.  Neither the tender offer rules nor the proxy solicitation rules under the US Exchange Act will apply to the Scheme.  The Scheme will be subject to the disclosure requirements and practices applicable in the United Kingdom to mergers implemented by schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. The financial statements included in the Scheme Document have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial statements of US companies. 

 

The New Vectura Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the fairness or merits of the New Vectura Shares or upon the adequacy or accuracy of the information contained in this announcement.  Any representation to the contrary is a criminal offence in the United States.

 

If, in the future, Vectura exercises the right to implement the Merger by way of a takeover offer, the Takeover Offer will be made in compliance with procedural and filing requirements of the US securities laws, including under Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

 

In addition to any such Takeover Offer, Vectura, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of shares in Skyepharma outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance, such as in open market or privately negotiated purchases.

 

Skyepharma and Vectura are organised under the laws of England.  Some or all of the officers and directors of Skyepharma and Vectura are residents of countries other than the United States.  The significant majority of the assets of Skyepharma and Vectura are located outside the United States.  As a result, it may not be possible to enforce rights and claims US persons may have arising under the US federal securities laws or the laws of any state or territory within the United States.  It may not be possible to sue Skyepharma or Vectura or their respective officers or directors in a non-US court for violations of US securities laws.  It may be difficult to compel Skyepharma, Vectura and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

Publication on website

 

A copy of this announcement will be made available, free of charge and subject to certain restrictions relating to persons resident in restricted jurisdictions, on Skyepharma's website at www.skyepharma.com  and on Vectura's website at www.vectura.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, neither the content of Skyepharma's or Vectura's websites nor any website accessible by hyperlinks to such websites are  incorporated into, or form part of, this announcement.   

Other

If you are in any doubt about the contents of this announcement or any action you should take in connection therewith, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.