SKP.L Regulatory News (SKP)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR NEW ZEALAND (THE "EXCLUDED TERRITORIES") AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO THOSE COUNTRIES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE UK PROSPECTUS RULES AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED BY SKYEPHARMA PLC IN CONNECTION WITH THE FIRM PLACING AND PLACING AND OPEN OFFER.

Further, this announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Skyepharma PLC in any jurisdiction in which any such offer or solicitation would be unlawful.

The announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notice' section.

17 April 2014

Skyepharma PLC (the "Company")

Result of Placing and Open Offer

On 31 March 2014, the Company announced a capital raising, by way of a Firm Placing and a Placing and Open Offer of 58,684,614 New Ordinary Shares ("Capital Raising") at an issue price of 191 pence per New Ordinary Share ("Issue Price"), to raise gross proceeds of approximately £112 million. 56,378,232 New Ordinary Shares (the "Placing Shares"), which were conditionally placed with certain institutional investors, including existing shareholders, subject to clawback to satisfy Open Offer entitlements, were offered to qualifying shareholders under the Open Offer on the basis of 11 Open Offer Shares for every 9 Existing Ordinary Shares. Under the Firm Placing, 2,306,382 New Ordinary Shares were placed firm at the Issue Price and are not subject to clawback.

The Company is pleased to announce the result of the Open Offer which closed for acceptances at 11.00 a.m. on 16 April 2014. Valid acceptances have been received in respect of 46,285,487 Open Offer Shares, representing a total of approximately 82 per cent. of those Open Offer Shares available under the Open Offer. Following the number of valid acceptances received from qualifying shareholders under the Open Offer, 10,092,745 New Ordinary Shares, representing the remaining approximately 18 per cent. Open Offer Shares, will therefore be allocated to placees procured by N+1 Singer under the Placing.

The Capital Raising remains conditional on, among other things, the passing of Resolution 1 at the General Meeting to be held at 9.00 a.m. on 25 April 2014. Assuming that resolution is passed and the other conditions to the Capital Raising are satisfied, it is expected that dealings in the New Ordinary Shares will commence at, or shortly after, 8.00 a.m. on 29 April 2014.

This announcement should be read in conjunction with the full text of the prospectus dated 31 March 2014, published in connection with the Capital Raising (the "Prospectus"). Capitalised terms used but not otherwise defined in this announcement have the same meanings given to them in the Prospectus.

Peter Grant, Chief Executive Officer of Skyepharma, said: "The success of the Placing and Open Offer will transform the Group's balance sheet, enhances future earnings and will allow Skyepharma to build on our recent progress. Skyepharma has real momentum from a strong portfolio of revenue-generating products. The financing will enable us to invest in new products, technologies and corporate opportunities to drive future growth."

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IMPORTANT NOTICE

This announcement is an advertisement and does not constitute a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus published by the Company in connection with the Firm Placing and Placing and Open Offer. Copies of the Prospectus are available from the Company's registered office at 46-48 Grosvenor Gardens, London SW1W 0EB. Nothing in this announcement should be interpreted as a term or condition of or form a part of, and should not be construed as, any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities in the Company must be made only on the basis of the information contained in and incorporated by reference into the Prospectus.

This announcement, and the Prospectus and any materials distributed in connection with this announcement or the Prospectus are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any Excluded Territory or any other locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction.

Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Hong Kong, Japan or New Zealand or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Hong Kong, Japan or New Zealand. There will be no public offer of the ordinary shares in Australia, Canada, Hong Kong, Japan or New Zealand.

This announcement is not an offer of securities for sale, or a solicitation of an offer to buy securities, in the United States or in any other jurisdiction where such offer or solicitation would not be permitted. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration. The securities described in this announcement, when and if offered, will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Excluded Territory and the New Ordinary Shares may not be offered, sold, pledged, or otherwise transferred directly or indirectly, within the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities law. This announcement does not constitute an offer to sell or a solicitation of an offer to buy New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. This announcement is not a prospectus or other offering document. There will be no public offering of securities in the United States.

N+1 Singer Advisory LLP (N+1 Singer), which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company only and no-one else in connection with the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Capital Raising.

Apart from any responsibilities and liabilities, if any, which may be imposed on N+1 Singer by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, N+1 Singer accepts no responsibility whatsoever and makes no representation or warranty, express or implied, concerning the contents of this announcement including its accuracy, completeness or verification or for any other statement in connection with the Company, the Company's shares or the Capital Raising. N+1 Singer accordingly disclaims all and any liability, responsibility whatsoever, whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.