Admission of New Vectura Shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

10 June 2016

Recommended all share merger of

Skyepharma PLC ("Skyepharma") and Vectura Group plc ("Vectura")

Admission of New Vectura Shares

On16 March 2016, the Boards of Skyepharma and Vectura announced that they had reached agreement regarding the terms of a recommended merger (the "Merger"), to be implemented by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), pursuant to which Vectura will acquire the entire issued and to be issued ordinary share capital of Skyepharma.

Further to the announcement made by the Boards of Skyepharma and Vectura earlier today, 10 June 2016, that the Scheme has now become effective in accordance with its terms, Vectura announces that 260,800,264 New Vectura Shares being issued pursuant to the Scheme were admitted to listing on the premium listing segment of the Official List and were admitted to trading on the London Stock Exchange's main market for listed securities, in each case with effect from 8.00 a.m. today, 10 June 2016.

Therefore, Vectura has 671,521,605 issued ordinary shares each with equal voting rights. Vectura holds no shares in treasury. As a result, the total number of voting rights in Vectura is 671,521,605. This figure may be used by Vectura Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, Vectura under the Disclosure and Transparency Rules.

Next steps

Vectura will despatch share certificates in respect of the New Vectura Shares due under the Share Offer and cheques in respect of the cash consideration pursuant to the Partial Cash Alternative, or effect settlement through CREST, as appropriate, within 14 days of the Effective Date, being today, 10 June 2016, as set out in the Scheme Document.

Capitalised terms used but not defined in this announcement have the meanings set out in the prospectus published by Vectura in connection with the Merger on 8 April 2016. All references in this announcement to times are to times in London (unless otherwise stated).

Important notice 

J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove is acting exclusively for Vectura and no one else in connection with the Merger and the contents of this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Vectura for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to herein.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Vectura and for no one else in connection with the Merger and the contents of this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Vectura for providing the protections afforded to clients of Rothschild, or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to herein.

Aside from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000 (as amended) (the "FSMA") or the regulatory regime established thereunder, or under the applicable regulatory regime of any jurisdiction where exclusion of responsibility or liability under the relevant regulatory regime would be illegal, void or unenforceable, none of J.P. Morgan Cazenove, Rothschild or any of their respective affiliates accepts any responsibility or liability whatsoever or make any representation or warranty, express or implied as to the contents of this announcement, including its accuracy, fairness, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Merger or the New Vectura Shares and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of J.P. Morgan Cazenove and Rothschild and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Each of J.P. Morgan Cazenove and Rothschild and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to the Company.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, J.P. Morgan Cazenove or Rothschild. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.

Further information

This announcement has been issued by and is the sole responsibility of the Company. The information in this announcement is subject to change. This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities of Skyepharma or Vectura pursuant to the Merger in any jurisdiction in contravention of applicable law. The Merger has been implemented by way of the Scheme pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Merger. Any decision or other response in respect of the Merger should be made only on the basis of information contained in the Scheme Document. This announcement does not constitute a prospectus or prospectus-equivalent document.

The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Vectura Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Overseas jurisdictions

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. Nothing in this announcement should be relied upon for any other purpose.

The implications of the Merger for persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each Overseas Shareholder to satisfy itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Overseas Shareholders should consult their own legal and tax advisers with regard to the legal and tax consequences of the Scheme to their particular circumstances.

The New Vectura Shares have not been and will not be registered under the US Securities Act of 1933 (as amended) (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States and have been issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10). US persons should note that the Scheme relates to the shares of an English company which are not registered under the US Exchange Act and is being implemented under English company law. Neither the tender offer rules nor the proxy solicitation rules under the US Exchange Act apply to the Scheme. The Scheme is subject to the disclosure requirements and practices applicable in the United Kingdom to mergers implemented by schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. The financial statements included in the Scheme Document have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial statements of US companies.

The New Vectura Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the fairness or merits of the New Vectura Shares or upon the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

Publication on website

A copy of this announcement will be made available, free of charge and subject to certain restrictions relating to persons resident in restricted jurisdictions, on Vectura's website at www.vectura.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, neither the content of the Vectura website nor any website accessible by hyperlinks to the Vectura website are incorporated into, or form part of, this announcement.

Other

If you are in any doubt about the contents of this announcement or any action you should take in connection therewith, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.