Pre-emption Offers to Shareholders
SKYEPHARMA PLC
Countries where registered: England
(Company Number 107582 )
OPEN OFFER OF 56,378,232 NEW ORDINARY SHARES OF 100 PENCE EACH AT A PRICE OF 191 PENCE PER NEW ORDINARY SHARE ON THE BASIS OF 11 NEW ORDINARY SHARES FOR EVERY 9 ORDINARY SHARES HELD AT THE RECORD DATE
This notice is given under section 562(3) of the Companies Act 2006 to each registered holder of ordinary shares of 100 pence each (the “ Ordinary Shares ”) in SkyePharma PLC (the “ Company ”) on the register at the close of business on 26 March 2014 (the “ Record Date ”) who has no registered address in an EEA State and who has not given to the Company an address in an EEA State for the service of notices on them (each a “ Relevant Shareholder ”).
This notice is given in connection with the offer by way of open offer entitlements (the “ Open Offer ”) of 56,378,232 new Ordinary Shares (the “ Open Offer Shares ”) at a price of 191 pence per Open Offer Share payable in cash, on the basis of 11 Open Offer Shares for every 9 Ordinary Shares held by the Company’s shareholders on the register at the Record Date. Open Offer Shares representing fractional entitlements will not be allotted to shareholders and, where necessary, entitlements to Open Offer Shares will be rounded down to the nearest whole number (or to zero in the case of shareholders holding fewer than nine Ordinary Shares at the close of business on the Record Date). The Open Offer is conditional upon the matters set out in the Prospectus (as defined below) (so far as not already satisfied or waived). The Open Offer Shares, when fully paid, will rank pari passu in all respects with all other Ordinary Shares in the Company, including the right to receive all dividends or other distributions made, paid or declared after the date of the Prospectus (as defined below).
The following documents (being copies of documents despatched to holders of Ordinary Shares (other than Relevant Shareholders)) issued in connection with, and constituting, the Open Offer may be inspected or (subject as provided below) obtained, on personal application by or on behalf of a Relevant Shareholder, from Capita Asset Services, Corporation Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, during usual business hours on any weekday (public holidays excepted) until 11.00 a.m. (London Time) on 16 April 2014:
- a a prospectus dated 31 March 2014 (the “ Prospectus ”) published in accordance with the prospectus rules of the Financial Services Authority made under section 73A of the Financial Services and Markets Act 2000; and
- b an application form (the “ Application Form ”) (whether or not the Relevant Shareholder holds Ordinary Shares in certificated form) in respect of the Open Offer Shares, provided that an Application Form may only be obtained on the production of evidence of entitlement. In addition, if for any reason a Relevant Shareholder has received an original application form despatched on 31 March 2014, the Application Form may only be obtained if the original so despatched is first surrendered to Capita Asset Services at the above address.
The Open Offer is conditional upon the matters set out in the Prospectus.
Relevant Shareholders’ attention is drawn to paragraph 9 of Part 2 of the Prospectus relating to overseas shareholders and their ability to accept Open Offer Shares pursuant to the Open Offer.
Registered office : 46 -48 Grosvenor Gardens, London SW1W 0EB, United Kingdom
By Order of the Board
1 April 2014
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Open Offer. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Open Offer Shares must be made only on the basis of the information contained in, and incorporated by reference into, the Prospectus. Copies of the Prospectus are available at SkyePharma PLC’s website at www.skyepharma.com. provided that the Prospectus is not available, whether through the website or otherwise, subject to certain exceptions, to Relevant Shareholders in the United States, Australia, Canada, Hong Kong, Japan or New Zealand.