Skyepharma PLC Court sanction of Scheme of Arrangement (7059A)

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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: [phone] 
  Andrew Derodra Jonathan 
  Birt 
 
 Lazard (sole financial               Tel: [phone] 
  adviser to Skyepharma) 
  Nicholas Shott 
  Stephen Sands 
  Andrew Murray-Lyon 
 
 N+1 Singer (broker to Skyepharma)    Tel: [phone] 
  Shaun Dobson 
  Gillian Martin 
  Jen Boorer 
 
 FTI Consulting (PR adviser           Tel: [phone] 
  to Skyepharma) Julia Phillips 
  Brett Pollard 
  Natalie Garland-Collins 
                                      Tel: [phone] 
 Vectura Karl Keegan 
  Fleur Wood 
 
 J.P. Morgan Cazenove (financial      Tel: [phone] 
  adviser, sponsor and broker 
  to Vectura) 
  James Mitford 
  Christopher Dickinson 
  Alex Bruce 
 
 Rothschild (financial adviser        Tel: [phone] 
  and sponsor to Vectura) 
  Dominic Hollamby 
  Julian Hudson 
  Yon Jan Low 
 
 Peel Hunt (broker to Vectura)        Tel: [phone] 
  James Steel 
 
 Citigate Dewe Rogerson               Tel: [phone] 
  (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

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June 09, 2016 05:54 ET (09:54 GMT)