1st Sep 2008 18:33
NOT FOR DISTRIBUTION TO ANY ITALIAN PERSON OR TO ANY PERSON OR ADDRESS IN THE REPUBLIC OF ITALY
Press Release 1 September 2008
SKYEPHARMA (JERSEY) LIMITED ANNOUNCES CONSENT SOLICITATION
SkyePharma (Jersey) Limited (the "Company") today announces a consent solicitation to seek the consent of holders (the "2024 Bondholders") of its £69,594,000 6 per cent. Guaranteed Convertible Bonds due 2024 (the "2024 Bonds") to amend the terms and conditions of the 2024 Bonds (the "Consent Solicitation"), as set out under "Consent Solicitation Details" below and in the Consent Solicitation Document dated 1 September 2008 (the "Consent Solicitation Document").
The Company has also separately requested the consent of the holders (the "2025 Bondholders") of its £20,000,000 8.00 per cent. Guaranteed Convertible Bonds due 2025 (the "2025 Bonds") to amend the terms and conditions of the 2025 Bonds.
The Company is seeking permission to amend the terms and conditions of the 2024 Bonds as follows:
(i) To amend the conversion price of the 2024 Bonds from 95p per ordinary share (with a nominal value of 10p) to 371p per ordinary share (with a nominal value of 100p) being equivalent to 3.71p per ordinary share with a nominal value of 10p; and
(i) To replace the put dates falling on 4 May 2009, 4 May 2011, 4 May 2014 and 4 May 2019 with put dates falling on 4 November 2013, 4 November 2015, 4 November 2017 and 4 November 2020.
The Company is seeking permission to amend the terms and conditions of the 2025 Bonds as follows:
(i) To amend the conversion price of the 2025 Bonds from 58p per ordinary share (with a nominal value of 10p) to 382p per ordinary share (with a nominal value of 100p) being equivalent to 3.82p per ordinary share with a nominal value of 10p; and
(ii) To replace the put dates falling on 2 June 2010, 3 June 2012, 3 June 2015 and 3 June 2020 with put dates falling on 3 December 2014, 3 December 2016, 3 December 2018 and 3 December 2021.
Consent Solicitation Details
The Company has invited all holders of the 2024 Bonds to consider the proposals upon the terms and conditions set out in the Consent Solicitation Document.
The Company has requested all holders of the 2025 Bonds to consent to the proposals by way of a written resolution.
Indicative Timetable for the 2024 Bonds
|
Event |
Date/Time |
|
Commencement Date |
1 September 2008 |
|
Meeting Deadline |
23 September 2008, 10 a.m. (London time) |
|
Time and Date of Meeting |
25 September 2008, 10 a.m. (London time) |
|
Announcement of results of Meeting |
on or around 25 September 2008 |
|
N.B. all of the dates and times set out above are subject to change as described in the Consent Solicitation Document |
2024 Bondholders are advised to read the Consent Solicitation Document carefully for full details and information on the procedures for participating in the Consent Solicitation. Credit Suisse Securities (Europe) Limited is acting as Consent Solicitation Agent. The Bank of New York Mellon acting through its London Branch is acting as Tabulation Agent.
Requests for all information in relation to the Consent Solicitation should be directed to:
The Solicitation AgentCredit Suisse Securities (Europe) Limited One Cabot Square Canary Wharf London E14 4QJ
Email: [email protected] Tel: +44 20 7883 6748
Requests for information in relation to the voting procedures should be directed to:
The Tabulation Agent
The Bank of New York Mellon acting through its London Branch One Canada Square London E14 5ALEmail: eventsadmin@bankofny.com Tel: +44 20 7964 4958
A copy of the Consent Solicitation Document is available for inspection at the Document Viewing Facility of the Financial Services Authority, 25 The North Colonnade, London E14 5HS.
This release does not constitute an invitation to participate in the Consent Solicitation in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws.
The Consent Solicitation Document and this release are not being made, and such documents have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act (2000). Accordingly, such documents are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of Investment Professional (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or persons who are within Article 43 of the Order or any other persons to whom it may otherwise lawfully be made under the Order.
The Consent Solicitation is not being made, nor is the Consent Solicitation Document or this press release being made available in the Republic of Italy. The Consent Solicitation, this press release and the Consent Solicitation Document have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, the Consent Solicitation is not made or made available to 2024 Bondholders who are Italian residents and/or persons located in the Republic of Italy. Neither the Consent Solicitation Document, this press release nor any other offering material relating to the Consent Solicitation or the 2024 Bonds may be distributed or made available in the Republic of Italy.
No offer or invitation to redeem any securities is being made pursuant to this release. This release must be read in conjunction with the Consent Solicitation Document. This release and the Consent Solicitation Document contain important information which should be read carefully before any decision is made in relation to the Consent Solicitation. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose 2024 Bonds are held on its behalf by a broker, dealer, bank, custodian trust company or other nominee must contact such entity if they wish to participate in the Consent Solicitation. None of the Company, SkyePharma PLC or Credit Suisse Securities (Europe) Limited (nor any person related to any such entity) makes any recommendation as to whether or not holders of 2024 Bonds should participate in the Consent Solicitation.
Related Shares:
SKP.L