Details of the placing and open offer
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA EXCEPT IN CERTAIN CIRCUMSTANCES, OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
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 Circassia in any jurisdiction in which any such offer or solicitation would be unlawful.
This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section.
Circassia Pharmaceuticals Plc
("Circassia" or the "Company")
DETAILS OF THE PLACING AND OPEN OFFER AND RESULTS OF THE PLACING
Circassia Pharmaceuticals plc issuing of approximately 95 million new ordinary shares to raise approximately £275 million
Oxford, UK, 15 May 2015: On 15 May 2015, Circassia announced that in aggregate 95,469,537 New Ordinary Shares, representing 50.4% of the Existing Issued Share Capital, will be issued pursuant to the Placing and Open Offer, at an issue price of £2.8805 per New Ordinary Share (the "Issue Price"), raising gross proceeds of approximately £275 million.
In correction to the earlier announcement, it is herby confirmed that Qualifying Shareholders are being given the opportunity to apply for the Open Offer Shares at the Issue Price, on and subject to, the terms and conditions of the Open Offer, pro rata to their holdings of Existing Ordinary Shares on the Record Date on the following basis:
1 New Ordinary Share for every 1.98408455 Existing Ordinary Shares
Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. Fractional entitlements will be aggregated and will be placed pursuant to the Placing for the benefit of the Company.
Pursuant to the Placing Agreement, the Banks have conditionally placed all the Open Offer Shares at the Issue Price with institutional and other investors. The commitments of these placees will be subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. Subject to waiver or satisfaction of the conditions relating to Open Offer Admission and the Placing and Open Offer not being terminated, any New Ordinary Shares which are not applied for in respect of the Open Offer will be issued to the placees and/or other subscribers procured by the Banks, with the net proceeds retained for the benefit of the Company.
The Placing and Open Offer remains conditional upon Admission becoming effective and the Placing Agreement becoming unconditional in all respects, and not having been terminated in accordance with its terms. Application will be made to the FCA for the New Ordinary Shares to be admitted to listing on the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities. It is expected that Admission will become effective, and dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 11 June 2015.
The timetable of principal events in connection with the Placing and Open Offer is expected to be as set out below. Each of these times and dates is subject to change, and references to times are to London time.
Expected Timetable of Principal Events:
Record Date for entitlements under the Open Offer 6.00p.m. on 14 May 2015
Announcement of the Acquisitions, Placing and Open Offer At or prior to 8.00 a.m. on 15 May 2015
Announcement of the Aerocrine Offer 8.00 a.m. on 15 May 2015
Announcement of the results of the Placing and terms of the
Placing and Open Offer 5.00 p.m. on 15 May 2015
Publication of the Prospectus (including the Notice of General
Meeting) and posting of the Application Form and Forms of Proxy 18 May 2015
Aerocrine Offer Document made public 18 May 2015
Acceptance period for the Aerocrine Offer 19 May 2015-11 June 2015
Ex entitlement date for the Open Offer 18 May 2015
Open Offer Entitlements enabled in CREST and credited
to stock accounts of Qualifying CREST Shareholders in CREST 19 May 2015
Recommended latest time for requesting withdrawal of
Open Offer Entitlements from CREST 4.30 p.m. on 2 June 2015
Latest time and date for depositing Open Offer Entitlements into CREST 3.00 p.m. on 3 June 2015
Latest time and date for splitting of Application Forms (to satisfy
bona fide market claims only) 3.00 p.m. on 4 June 2015
Latest time and date for receipt of Forms of Proxy for use at
the General Meeting 10.00 a.m. on 8 June 2015
Latest time and date for receipt of completed Application
Forms and payment in full under the Open Offer or settlement
of relevant CREST instruction (as appropriate) 11.00 a.m. on 8 June 2015
Announcement of results of the Open Offer through
Regulatory Information Service 9 June 2015
General Meeting 10.00 a.m. on 10 June 2015
Announcement of the results of the General Meeting
Regulatory Information Service 10 June 2015
Admission and commencement of dealings in New Ordinary Shares 8.00 a.m. on 11 June 2015
CREST Members' accounts credited in respect of New
Ordinary Shares in uncertificated form 11 June 2015
Despatch of definitive share certificates for Open Offer
Shares in certificated form Within 5 Business Days of Admission
Closing date of the Aerocrine Acquisition 18 June 2015
Closing date of Prosonix Acquisition 12 June 2015
Payment of consideration to Aerocrine Shareholders 18 June 2015
Payment of consideration to Prosonix Shareholders 12 June 2015
The Prospectus containing details of the Placing and Open Offer is expected to be published on or around 18 May 2015 and following publication, will be available on the Company's website, www.circassia.com.
Enquiries
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Circassia Pharmaceuticals plc |
+44 (0)1865 405 560 |
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Steve Harris |
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Julien Cotta |
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Rob Budge |
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J.P. Morgan Cazenove |
+44 (0)20 7742 4000 |
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James Mitford |
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Nicholas Hall |
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Alex Bruce |
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Peel Hunt LLP |
+44 (0)20 7418 8900 |
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James Steel |
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Clare Terlouw |
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Jock Maxwell MacDonald |
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FTI Consulting |
+44 (0)20 3727 1000 |
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Ben Atwell |
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Simon Conway |
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Mo Noonan |
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IMPORTANT NOTICE
Forward-looking statements
This Announcement contains forward-looking statements, including statements about the discovery, development and commercialisation of products. Various risks may cause Circassia's actual results to differ materially from those expressed or implied by the forward-looking statements, including: adverse results in clinical development programmes; failure to obtain patent protection for inventions; commercial limitations imposed by patents owned or controlled by third parties; dependence upon strategic alliance partners to develop and commercialise products and services; difficulties or delays in obtaining regulatory approvals to market products and services resulting from development efforts; failure to complete the Acquisition of Aerocrine or Prosonix; the requirement for substantial funding to conduct research and development and to expand commercialisation activities; and product initiatives by competitors. As a result of these factors, prospective investors are cautioned not to rely on any forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. None of the Company, J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP undertakes any obligation or intends to revise or update any document (except, in the case of the Company, to the extent required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange or by applicable law including the Listing Rules or the Disclosure Rules and Transparency Rules).
This Announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States except in certain circumstances and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or South Africa or any other state or jurisdiction in which the same would be unlawful restricted, unlawful or unauthorised (each a "Restricted Territory"). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The shares issued pursuant to the placing and open offer (the "New Ordinary Shares") have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws or with any securities regulatory authority of any other state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any other state or jurisdiction of the United States. Any offering of the New Ordinary Shares to be made in the United States will be made only to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering, and outside the United States in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United Kingdom, any Restricted Territory or elsewhere.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
J.P. Morgan Securities plc, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA, and J.P. Morgan Limited and Peel Hunt LLP, which are each authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for Circassia Pharmaceuticals plc and no one else in connection with the proposed Acquisitions, Placing and Open Offer and Admission, will not regard any other person (whether or not a recipient of this document) as a client in relation to the proposed Acquisitions, Placing and Open Offer or Admission, and will not be responsible to anyone other than Circassia Pharmaceuticals plc for providing the protections afforded to their respective clients, nor for providing advice, in relation to the proposed Acquisitions, Placing and Open Offer or Admission or any other matter referred to in this document.
Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of J.P. Morgan Securities plc, J.P. Morgan Limited, Peel Hunt LLP, nor any of their respective affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document, including its accuracy or completeness or for any other statement made or purported to be made by it, or on behalf of it, the Company, the Directors or any other person, in connection with the Company, the New Ordinary Shares, the proposed Acquisitions, the Placing and Open Offer or Admission, and nothing in this document should be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of J.P. Morgan Securities plc, J.P. Morgan Limited, Peel Hunt and their respective affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this document or any such statement.
Each of J.P. Morgan Securities plc, J.P. Morgan Limited, Peel Hunt LLP and each of their respective affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of any statements or other information contained in this Announcement. The distribution of this and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, J.P. Morgan Securities plc, J.P. Morgan Limited or Peel Hunt LLP that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, J.P. Morgan Securities plc, J.P. Morgan Limited and Peel Hunt LLP to inform themselves about, and to observe, such restrictions.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.
The New Ordinary Shares to be issued pursuant to the Placing and Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
This information is provided by RNS
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