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RNS Number : 7059A
Skyepharma PLC
09 June 2016
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
9 June 2016
Recommended all share merger of
Skyepharma PLC ("Skyepharma") and Vectura Group plc
("Vectura")
Court sanction of Scheme of Arrangement
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") pursuant to which Vectura will
acquire the entire issued and to be issued ordinary share capital
of Skyepharma (the "Announcement"). The circular to shareholders of
Skyepharma in connection with the Scheme (the "Scheme Document")
was posted on 8 April 2016. On 20 May 2016, the Boards of
Skyepharma and Vectura announced an update to the expected
timetable of principal events of the Merger contained in the Scheme
Document, following early satisfaction of the CMA clearance
condition set out in the Announcement and in Part 3 (Conditions to
and Further Terms of the Merger) of the Scheme Document.
The Boards of Skyepharma and Vectura now announce that, earlier
today, the High Court of Justice in England and Wales made an order
sanctioning the Scheme (the "Court Order").
Next steps
It is expected that the Scheme will become effective upon
delivery of an office copy of the Court Order to the Registrar of
Companies tomorrow, 10 June 2016.
The de-listing of Skyepharma Shares from the premium listing
segment of the Official List and the cancellation of the admission
to trading of Skyepharma Shares on the London Stock Exchange's main
market for listed securities are each expected to take effect by no
later than 8.00 a.m. tomorrow, 10 June 2016. It is expected that
the admission to listing of New Vectura Shares on the premium
listing segment of the Official List and the admission to trading
of New Vectura Shares on the London Stock Exchange's main market
for listed securities will take place at 8.00 a.m. tomorrow, 10
June 2016.
Thereafter, the expected timetable of remaining principal events
remains as set out in the announcement made by the Boards of
Skyepharma and Vectura on 20 May 2016.
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 Peter Grant Tel: +44 (0) 207 881 0524
Andrew Derodra Jonathan
Birt
Lazard (sole financial Tel: +44 (0) 207 187 2000
adviser to Skyepharma)
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 Tel: +44 (0) 203 727 1000
to Skyepharma) Julia Phillips
Brett Pollard
Natalie Garland-Collins
Tel: +44 (0) 124 966 7700
Vectura Karl Keegan
Fleur Wood
J.P. Morgan Cazenove (financial Tel: +44 (0) 207 742 4000
adviser, sponsor and broker
to Vectura)
James Mitford
Christopher Dickinson
Alex Bruce
Rothschild (financial adviser Tel: +44 (0) 207 280 5000
and sponsor to Vectura)
Dominic Hollamby
Julian Hudson
Yon Jan Low
Peel Hunt (broker to Vectura) Tel: +44 (0) 207 418 8900
James Steel
Citigate Dewe Rogerson Tel: +44 (0) 207 638 9571
(PR adviser to Vectura)
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 will 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 apply to the Scheme. The Scheme is 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOASSFSMUFMSEFM
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