Statement re Possible Offer

 

TIDMYRK 
 
RNS Number : 1570O 
York Pharma plc 
02 March 2009 
 

Not for release, publication or distribution in whole or in part, in or into the 
United States, Canada, 
 Australia, Japan or the Republic of Ireland 
 
 
 
 
York Pharma plc 
(the "Company") 
 
 
Statement concerning Possible Offer and Rule 2.10 announcement 
 
 
The Board of the Company notes the recent movement in the Company's share price 
and confirms that the Company has made an approach to a potential offeror which 
may or may not lead to an offer being made for the Company. The Board of the 
Company, which is being advised by Collins Stewart Europe Limited, wishes to 
stress that these discussions are at a very early stage and there can be no 
certainty that this approach will lead to an offer being made for the Company. 
 
 
A further announcement will be made as and when appropriate. 
 
 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the 
Company confirms that it has in issue 61,399,715 ordinary shares of 5 pence each 
("Ordinary Shares") and, in aggregate, 11,737,772 warrants to subscribe for 
ordinary shares in the Company, as follows: 
 
 
 
 
 
 
+------------+-----------------+-----------------+------------------+--------------+ 
|            |   Date of Issue |       Number of |        Period of |     Exercise | 
|            |                 | Ordinary Shares |         Warrants |    Price per | 
|            |                 |                 |                  |     Ordinary | 
|            |                 |                 |                  |        Share | 
|            |                 |                 |                  |              | 
+------------+-----------------+-----------------+------------------+--------------+ 
| AIM        |     16 February |       4,511,737 |      Exercisable |  50.00 pence | 
| Warrants   |            2004 |                 |            until |              | 
|            |                 |                 |      16 February |              | 
|            |                 |                 |             2012 |              | 
|            |                 |                 |                  |              | 
+------------+-----------------+-----------------+------------------+--------------+ 
| Series A   |    29 September |       3,410,600 |      Exercisable |  44.03 pence | 
| Warrants   |            2008 |                 |            until |              | 
|            |                 |                 |   31 August 2018 |              | 
|            |                 |                 |                  |              | 
+------------+-----------------+-----------------+------------------+--------------+ 
| Series B   |    29 September |       3,815,435 |      Exercisable |  44.00 pence | 
| Warrants   |            2008 |                 |            until |              | 
|            |                 |                 |     29 September |              | 
|            |                 |                 |             2013 |              | 
+------------+-----------------+-----------------+------------------+--------------+ 
 
 
In addition the Company has outstanding US$ 6.0 million subordinated convertible 
loan notes constituted on 29 September 2008 (the "Convertible Debentures"). The 
Convertible Debentures are repayable on 15 February 2014 and have a coupon of 5% 
per annum. The holders of the Convertible Debentures have an option to convert 
the principal and interest payable thereunder into Ordinary Shares of the 
Company at a subscription price of 44p per share (applying the prevailing dollar 
conversion rate as published by the Bank of England on the day immediately prior 
to the issue of any such Ordinary Shares). For illustration, conversion of the 
principal of the US$ 6.0 million at the current prevailing rate of US$1.4255 
would give rise to the issue of 9,566,021 Ordinary Shares. Subject to the 
restrictions under the terms of the Debt, the Company may redeem the Convertible 
Debentures at any time. 
 
 
There are no shares held in treasury. 
 
 
The ISIN reference for the Ordinary Shares is GB00B00QHC86 and the AIM Warrants 
is GB00B00QZO27. 
 
 
=-oo-- 
 
 
 
 
+-----------------------------------------+----------+--------------------------+ 
| Contact:                                |          |                          | 
+-----------------------------------------+----------+--------------------------+ 
|                                         |          |                          | 
+-----------------------------------------+----------+--------------------------+ 
| Richard Anderson, Chief Executive       |          |     + 44 (0) 1908 764020 | 
| Officer                                 |          |                          | 
| Ian Miscampbell, Chief Financial        |          |                          | 
| Officer                                 |          |                          | 
| York Pharma plc                         |          |                          | 
+-----------------------------------------+----------+--------------------------+ 
|                                         |          |                          | 
+-----------------------------------------+----------+--------------------------+ 
| Hugh Field                              |          |   + 44 (0) 207 523 8350  | 
| Collins Stewart Europe Limited          |          |                          | 
+-----------------------------------------+----------+--------------------------+ 
 
 
Collins Stewart Europe Limited ("Collins Stewart") which is regulated in the 
United Kingdom by The Financial Services Authority is acting for the Company in 
relation to the matters described in this announcement and is not advising any 
other person, and accordingly will not be responsible to anyone other than the 
Company for providing the protections afforded to customers of Collins Stewart 
or for providing advice in relation to the matters described in this 
announcement. 
 
 
 
 
Dealing disclosure requirements 
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in 
1% or more of any class of "relevant securities" of the Company, all "dealings" 
in any "relevant securities" of the Company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, lapses or is otherwise withdrawn or on which 
the "offer period" otherwise ends. If two or more persons act together pursuant 
to an agreement or understanding, whether formal or informal, to acquire an 
"interest" in "relevant securities" of the Company, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of the Company by the Company or by any of its respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
London business day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose 'relevant 
securities' 'dealings' should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in price or securities. In 
particular, a person will be treated as having an "interest" by virtue of the 
ownership or control of securities, or by virtue of any option in respect of, or 
derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OFDCKBKKABKDBNK