Posting of circular and update on undertakings
Posting of circular and update on irrevocable undertakings
Oxford, UK - 15 April 2020 Circassia Pharmaceuticals plc, ("Circassia" or "the Company"; LSE: CIR) confirms that further to the announcement on 9 April 2020, it posted a circular to Shareholders on 14 April 2020 setting out details of the proposed transfer of assets to and termination of agreement with AstraZeneca, as well as certain other matters for Shareholders' approval. Accompanying the Circular is a notice of general meeting to be held at 10.00 am on 30 April 2020 at the offices of Circassia located at Northbrook House, Robert Robinson Avenue, The Oxford Science Park, Oxford, Oxfordshire, OX4 4GA, United Kingdom.
A copy of the Circular will shortly be available to download from the Company's website at www.circassia.com.
Although the Company is legally obliged to hold the General Meeting, the Board is very mindful of the potential impacts on the Company's employees, members and broader stakeholders arising from the COVID-19 situation and has taken into consideration the compulsory 'Stay at Home' measures that have been published by the UK Government (https://www.gov.uk/government/publications/full-guidance-on-staying-at-home-and-away-from-others). These measures provide that public gatherings of more than two people are currently not permitted. Regrettably therefore, Shareholders must not attend the General Meeting in person and anyone seeking to attend the General Meeting will be refused entry. The Company's advisers and other guests have also been asked not to attend.
The General Meeting will be convened with the minimum necessary quorum of two qualifying persons (which will be facilitated by the Company). All valid proxy votes will be included in the polls to be taken at the General Meeting. Shareholders are therefore strongly encouraged to submit a Form of Proxy and to appoint the Chairman as their proxy (either electronically or by post) with their voting instructions. Further details are set out in the Circular.
Additional Irrevocable Undertaking Received
Since the announcement on 9 April 2020, an additional shareholder has given an irrevocable undertaking to Circassia to vote in favour of the Resolutions to be proposed at the General Meeting (and, where relevant, to procure that such action is taken by the relevant registered holders if that is not one of them) in respect of their beneficial holdings (the "New Undertakings"). Following entry into the New Undertakings, Circassia has received irrevocable undertakings totalling in aggregate, 144,165,279 Ordinary Shares, representing approximately 38.4% of Circassia's entire issued share capital. Further details are included in the Circular published today.
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the Circular.
Enquiries:
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Circassia Pharmaceuticals plc Ian Johnson Executive Chairman Michael Roller Chief Financial Officer |
c/o FTI Consulting |
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Peel Hunt LLP (Nominated Adviser and Broker) James Steel / Oliver Jackson
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Tel: +44 (0)20 7418 8900 |
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finnCap (Joint Broker) Geoff Nash / Alice Lane
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Tel: +44 (0) 20 7220 0500 |
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Numis Securities (Joint Broker) James Black / Duncan Monteith
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Tel: +44 (0) 20 7260 1000 |
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FTI Consulting Simon Conway / Ciara Martin |
Tel: +44 (0) 20 3727 1000 |
About Circassia
Circassia is a world-class specialty pharmaceutical business focused on respiratory disease. The Company sells its market-leading NIOX® asthma management products directly to specialists in the United States, United Kingdom, China, Germany and Italy, and in a wide range of other countries through its network of partners. In the United States, Circassia has the commercial rights to chronic obstructive pulmonary disease (COPD) treatments Tudorza® and Duaklir®. Circassia also has the US and Chinese commercial rights to the late-stage ventilator-compatible nitric oxide product LungFit PH. For more information please visit www.Circassia.com.
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