Results 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”)
RESULTS OF THE PLACING AND OPEN OFFER
Oxford, UK, 09 June 2015: On 15 May 2015, Circassia announced the details of a proposed Placing and Open Offer to raise gross proceeds of approximately £275 million through the issue of 95,469,537 New Ordinary Shares, representing 50.4% of the Existing Issued Share Capital, at an issue price of £2.8805 per New Ordinary Share (the “Issue Price”).
The Open Offer closed at 11:00am on 08 June 2015 in accordance with its terms. The Company is delighted to announce that it has received valid acceptances under the Open Offer in respect of 59,829,524 Open Offer Shares representing approximately 62.67 per cent of the Open Offer Shares available pursuant to the Open Offer. The remaining 35,640,013 Open Offer Shares were taken up pursuant to the Placing.
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 Enlarged Issued Share Capital of the Company following Admission will be 284,889,171 Ordinary Shares in aggregate.
Unless defined herein, capitalised terms used in this announcement shall have the meaning attributed to them in the combined prospectus and Class 1 circular that was posted to shareholders on 18 May 2015.
Circassia Pharmaceuticals plc +44 (0)1865 405 560
J.P. Morgan Cazenove +44 (0)20 7742 4000
Peel Hunt LLP +44 (0)20 7418 8900
Jock Maxwell MacDonald
FTI Consulting +44 (0)20 3727 1000
This Announcement contains forward-looking statements. Various risks may cause Circassia’s actual results to differ materially from those expressed or implied by the forward-looking statements. 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 LLP 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.