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VEC Vectura Group Plc

164.80
0.00 (0.00%)
18 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Stock Type
Vectura Group Plc VEC London Ordinary Share
  Price Change Price Change % Share Price Last Trade
0.00 0.00% 164.80 01:00:00
Open Price Low Price High Price Close Price Previous Close
164.80 164.80
more quote information »

Vectura VEC Dividends History

No dividends issued between 18 Apr 2014 and 18 Apr 2024

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Posted at 09/8/2021 21:23 by a1ord53
Takeover Panel
Vectura Group plc - auction procedure

RNS Number : 9904H
Takeover Panel
09 August 2021

2021/16

OFFERS BY

MURANO BIDCO LIMITED ("CARLYLE"), A COMPANY INDIRECTLY CONTROLLED BY FUNDS MANAGED BY CARLYLE EUROPE PARTNERS V

AND

PMI GLOBAL SERVICES INC. ("PMI"), A WHOLLY-OWNED SUBSIDIARY OF PHILIP MORRIS INTERNATIONAL INC.

FOR

VECTURA GROUP PLC ("VECTURA")

Introduction

On 26 May 2021, the boards of Vectura and Carlyle announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Carlyle would acquire all of the issued and to be issued ordinary shares of Vectura at 136 pence per Vectura share (the "Carlyle Offer") to be implemented by means of a scheme of arrangement. On 18 June 2021, Vectura and Carlyle announced the publication of the scheme document related to the Carlyle Offer.

On 9 July 2021, the boards of Vectura and PMI announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which PMI would acquire all of the issued and to be issued ordinary shares of Vectura at 150 pence per Vectura share (the "PMI Offer") to be implemented by means of a scheme of arrangement. Vectura also announced that it had withdrawn its recommendation of the Carlyle Offer. On 28 July 2021, Vectura and PMI announced the publication of the scheme document related to the PMI Offer.

On 6 August 2021, the boards of Vectura and Carlyle further announced that they had reached agreement on the terms of a revised recommended cash offer at a price of 155 pence per Vectura share, to be implemented by means of a scheme of arrangement. Vectura also announced that it had withdrawn its recommendation of the PMI Offer.

On 8 August 2021, the board of PMI announced a further increased cash offer at a price of 165 pence per Vectura share.

On the basis that neither offeror has declared its offer final, such that either offer may be further increased or otherwise revised, a competitive situation continues to exist for the purposes of Rule 32.5 of the Takeover Code (the "Code").

In order to provide an orderly framework for the resolution of this competitive situation, and in accordance with Rule 32.5, the Panel Executive has, after discussions with the parties, established an auction procedure and determined that Day 46 for these purposes shall be Tuesday 10 August 2021. This is based upon the auction procedure set out in Appendix 8 of the Code, but has been adapted as noted below.

Accordingly, assuming that a competitive situation continues to exist, the auction procedure is expected to commence at 5.00pm (London time) on Tuesday 10 August 2021:

(a) "Auction Day 1" shall be Wednesday 11 August 2021;

(b) "Auction Day 2" shall be Thursday 12 August 2021;

(c) "Auction Day 3" shall be Friday 13 August 2021;

(d) "Auction Day 4" shall be Monday 16 August 2021; and

(e) "Auction Day 5" shall be Tuesday 17 August 2021.

The auction procedure provides for up to five days of public bidding over sequential business days under which:

(a) each offeror is permitted to announce a revised offer on any Auction Day and, as envisaged by paragraphs 4(b) and (c) of Appendix 8 of the Code, may also submit an offer announcement to the Panel Executive subject to a condition that the revised offer will be announced only if the other competing offeror also submits an offer announcement to the Panel Executive on that day; and

(b) if neither offeror announces a revised offer on any Auction Day, the auction ends.

As an adaptation to the procedure set out in Appendix 8 of the Code, a revised offer announced by either offeror during the auction procedure must be made at a price per share: (a) in cash in pounds sterling and in a whole number of pence; and (b) above the level of the offer most recently announced or made by the other offeror.

As a further adaptation to the procedure set out in Appendix 8 of the Code, on Auction Day 5: (a) the offeror with the lowest offer at that point shall only be permitted to make an offer at an "odd" number of pence; and (b) the offeror with the highest offer at that point shall only be permitted to make an offer at an "even" number of pence.

The Panel Executive has reserved the discretion to amend the auction procedure as appropriate. In particular, the dates referred to above may be subject to change, depending on the circumstances at the time. In the event of an amendment to the above dates, the Panel Executive will make a further statement.

Save for a revised offer announced in accordance with the auction procedure, neither offeror will be permitted to announce or to make a revised offer for Vectura on or after 5.00pm on Tuesday 10 August 2021.

Pursuant to section 2(i) of Appendix 8 of the Code, the Panel Executive will make an announcement confirming when the auction procedure has ended.

Following the end of the auction procedure, save with the consent of the Panel Executive, neither offeror is permitted to revise the price of its offer for Vectura from that established by means of the auction procedure or to introduce any new alternative offer unless, under the normal provisions of the Code, a person other than (a) Carlyle or PMI or (b) any person acting in concert with either Carlyle or PMI announces a firm intention to make an offer for Vectura.

If Vectura declares or pays a dividend between the conclusion of the auction procedure and the end of the offer period, each offeror will reduce the terms of its offer by an amount per share equal to the amount of the dividend per share.

In the event that one of the offerors announces before the commencement of the auction procedure that it will not increase its offer, a competitive situation would no longer exist and so the auction procedure would not be required. If such an announcement is made before 5.00pm on Tuesday 10 August 2021, the other offeror will have until 5.00pm on Thursday 12 August 2021 to announce a revised offer.

Each of Vectura, Carlyle and PMI has agreed to the terms of the auction procedure and this statement.



9 August 2021
Posted at 09/7/2021 11:09 by jimboyce
Philip Morris Makes $1.24 Billion Bid for UK Respiratory Drugs Company -- UpdateSource: Dow Jones News--Philip Morris International plans to buy Vectura Group as part of expansion beyond tobacco products--Vectura board withdrew its recommendation of an earlier offer from Carlyle--Carlyle said it is considering its options By Adria Calatayud Philip Morris International Inc. plans to buy Vectura Group PLC, a U.K. pharmaceuticals business specializing in inhaled medicines, for 899.2 million pounds ($1.24 billion) in cash, bolstering its push to expand beyond tobacco and nicotine.Philip Morris International, which sells the Marlboro brand outside the U.S., on Friday said that Vectura will be the backbone of its inhaled-therapeutic business.The move from the tobacco company trumps an earlier bid for Vectura by Carlyle Group Inc., which had been recommended by the board of the U.K. company in May. Philip Morris's offer values Vectura at 150 pence a share, 10% higher than Carlyle's bid.In response, Carlyle said it is considering its options and encouraged Vectura shareholders to take no action.Shares in Vectura at 0928 GMT traded 13% higher at 153.60 pence.The offer from Philip Morris valued Vectura at GBP1.05 billion, or 169 pence a share, including a dividend of 19 pence a share the U.K. company paid in June.Philip Morris said the acquisition of Vectura is part of its evolution into a broader healthcare and wellness company. Earlier this year, it outlined plans to generate more than half of its revenue from smokeless products by 2025, up from 24% in 2020, in a bid to court ethical investors.Philip Morris said respiratory drug delivery and selfcare wellness products are key in its plans to move away from tobacco and nicotine and that Vectura's strengths can help it to tap into the fast-growing market for inhaled therapeutics."We see Vectura's combination of device, formulation and development capabilities for inhaled therapeutics as highly complementary to our existing expertise, pipeline and experience in aerosolization," Philip Morris Chief Executive Jacek Olczak said.Vectura, based in Chippenham, England, will operate as an autonomous business unit within Philip Morris with support for its current strategy, the companies said. In 2019, the company changed its strategy to focus on providing contracted drug-development services for partners.Analysts at brokerage Peel Hunt said Philip Morris's offer for Vectura reduces the likelihood of further bids from private-equity investors, as the U.K. company's plans to develop a contract development-and-manufacturing business are expected to take some time.
Posted at 09/7/2021 09:46 by polaris
Agree with all that held on that there is now no reason to sell. There will be an offer and it may yet be higher than that on the table. This left-field bid opens up a whole area i hadn't thought about. VEC have the technology and PMI do have a lot of respiratory 'experience' (cough). I did wonder who Carlyle had lined up to sell the assets off to. Now, some of that is clearer.

VEC still have cash on hand, as popper Joe points out. They cannot give it out as a dividend as their retained gains/losses has been used up with the original dividend. However, it is a sweetener in the pot for any bidder.

Looks like VEC is definitely going down as my biggest screw-up in the markets since i started investing. All i had to do was sit on my holding through the pandemic but, no, i had to go and chase other things, missing out on the one share that i researched into the ground and was right on every step of the way. I'm sure i'll laugh about it...one day!
Posted at 24/6/2021 07:25 by vecturaking
(Alliance News) - Vectura Group PLC on Friday released scheme documents for its GBP958 million takeover by funds managed by private equity firm Carlyle Group Inc.

The Wiltshire-based pharmaceutical company will hold general and court meetings on July 12 for shareholders to vote on the acquisition, which was agreed at the end of May.

Vecture plans to hold a court hearing to sanction the scheme two weeks after regulatory conditions are met. The hearing is expected to be in the third quarter of 2021, with a long stop date of November 26. Trading in Vectura shares will be suspended the next day before being de-listed two days after the hearing.

Vectura shares were trading flat at 136.61 pence each in London on Friday afternoon.

Carlyle will pay 136p per share for Wiltshire-based drug maker Vectura, while shareholders will be entitled to a further 19p per share interim dividend.

By Scarlett Butler; scarlettbutler@alliancenews.com

Copyright 2021 Alliance News Limited. All Rights Reserved.
Posted at 26/5/2021 15:38 by dlem
Paying the interim div makes a counter offer more likely/affordable. By switching this from an AGM dividend decision to an interim dividend decision, the directors are taking responsibility for what should be a shareholder decision. This is really pushing corporate governance particularly when VEC does not pay ordinary dividends only occasional Special Divs. They are also forcing a dividend tax issue for shareholder when a capital gain would be preferable
Posted at 26/5/2021 11:00 by popper joe
Boadicea, again, from the offer document:

"In replacement of the Special Dividend, the Vectura Directors have declared an interim dividend of 19 pence per Vectura Share (the "Interim Dividend"). The Interim Dividend does not require shareholder approval"

So no vote for the dividend.
Posted at 26/5/2021 10:58 by a1ord53
BUZZ – Vectura rises above bid price, chance of higher offer?
26 May 2021 10:37
* Vectura shares shoot up above agreed bid price of
155 pence, fuelling talk of possible sweetened bid or rival offer
* "The bid is easy to finance so might get a bit of a bump in the offer price," says one analyst
* "I assume some expect some kind of bidding war or that shareholders will reject the initial offer," a trader says
* The Carlyle Group is offering 136 pence in cash plus dividend of 19 pence for each share under offer terms which
Vectura consider fair and reasonable...
* By 0826 GMT Vectura change hands at 161.4 pence, up 32.3% on the day and 4.1% above Carlyle's offer
Posted at 27/4/2021 14:28 by polaris
The Special Dividend is expected to become payable to shareholders on 11 June 2021. Shareholders will have the opportunity to invest the proposed Special Dividend to purchase additional ordinary shares in the Company through the Company's dividend reinvestment plan ("DRIP").

The Company will publish a circular ("Shareholder Circular") on 23 April 2021, setting out the details of the proposed Special Dividend and Share Consolidation and convening a general meeting (the "General Meeting") to be held at 11.00 a.m. BST on Thursday 27 May 2021 (or as soon thereafter as the 2021 annual general meeting of the Company to be held on the same day (the "2021 AGM") is concluded or adjourned).

Will Downie, Chief Executive Officer of Vectura, said:

"We are pleased to confirm today our intention to pay a special dividend to shareholders, following the conclusion of the US litigation process with GSK. We remain focused on the execution of our CDMO strategy and with a robust balance sheet, even following this material return to shareholders, we are in a strong position to invest for future growth."

Further details regarding the Special Dividend and Share Consolidation

Special Dividend

The proposed Special Dividend of approximately GBP113 million in aggregate represents 19 pence per Existing Ordinary Share. The Board is proposing to pay the Special Dividend to Shareholders on the Register as at 6.00 p.m. on 28 May 2021.

Subject to the passing of the relevant Resolutions at the General Meeting , the Special Dividend is expected to become payable to Shareholders on 11 June 2021.

From RNS on 21st April
Posted at 18/3/2021 07:49 by polaris
Don't split hairs on the GSK side. VEC must now wait until it is 100 % sure that GSK do not petition before paying proceeds to shareholders. That is only prudent. I assume that the period was extended due to Covid situation, as i thought the period had lapsed for SC petition. The money is now with VEC!!

Litigation award

As announced on 19 November 2020, the United States Court of Appeals for the Federal Circuit denied GlaxoSmithKline's (GSK's) motions for judgment as a matter of law, a new trial on infringement and for a new trial on damages in litigation concerning Vectura's US patent 8303991, which is infringed by GSK's US sales of three Ellipta(R) products. On 28 December 2020 the Court issued a mandate obligating GSK to pay Vectura the damages for patent infringement, associated interest and ongoing royalties. An amount of GBP121.1m relating to damages and associated interest thereon has been recognised as exceptional income in 2020. Payments relating to royalties earned in the fourth quarter 2020 have been assessed as meeting the IFRS 15 requirements for revenue recognition, as will any future similar payments. This revenue has been earned pursuant the decision of the United States District Court for the District of Delaware and was upheld by the US Court of Appeals, which, amongst other damages, awarded Vectura ongoing royalties of 3% on US sales of three infringing GSK Ellipta(R) products.

Legal fees of GBP0.9m (2019: GBP3.0m) relate to the costs associated with these legal proceedings.

And:

GSK litigation - US

As announced on 19 November 2020, the United States Court of Appeals for the Federal Circuit denied GlaxoSmithKline's (GSK) motions for judgement as a matter of law, a new trial on infringement and for a new trial on damages in litigation concerning Vectura's US patent 8303991, which covers three of GSK's Ellipta(R) products sold in the US.

GSK did not subsequently petition the US Court of Appeals for a re-hearing and paid GBP121.1m to Vectura in January 2021. This amount reflects damages, associated interest and royalties accrued up to the period ending Q3 2020.

Within the 2020 financial results, Royalty and other marketed revenues include a total of GBP6.5m royalties recognised for Q4 2020 in respect of this award and the cash settlement for these royalties was received in February 2021. Additional royalties are payable for Q1 and Q2 2021, and amounts will be received in the quarter following reported sales.

Amounts received are subject to taxation in the UK. Vectura expects to pay tax at rate of approximately 10% on these proceeds.

GSK may petition the US Supreme Court to review the decision. Such a petition would not impact the timing of GSK making payments on the award. The Board consider that the likelihood of the US Supreme Court overturning the previous decisions is remote, based on the average acceptance rate of cases petitioned to US Supreme Court and the merits of the case.
Posted at 12/3/2021 14:43 by a1ord53
Hikma, dripping down. Execution very poor concerning Advair.
Vec trading - after taking huge 5,03% position by Polygon - brokers who sold it , hedging their CFD‘s - aprox equivalent of 30 mil Vec shares - its why so so volitile.
Otherwise , look at major shareholders - they control 85% of Vectura - so no really big institutions left to buy Vectura - so only one exit strategy is to find buyer/s for all Vectura/ takeover. Fresh money imo not exists for Vectura !
Or Vectura will be growth company and will be rerated !?

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