Notice of Results

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

5 May 2016

Recommended all share merger of

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

Results of the Court Meeting and the Skyepharma General Meeting

Scheme approved by Skyepharma Shareholders

On 16 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") through which Vectura will acquire the entire issued and to be issued ordinary share capital of Skyepharma. The circular to shareholders of Skyepharma in connection with the Scheme (the "Scheme Document") was posted on 8 April 2016.

The Skyepharma Board is pleased to announce that, earlier today, the Scheme was approved by the Skyepharma Shareholders at the Court Meeting and the Special Resolution to approve and implement the Scheme was passed at the Skyepharma General Meeting.

Court Meeting

At the Court Meeting, the Scheme was approved by the requisite majority on a poll vote. A majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing over 75 per cent. in value of the Scheme Shares held by the Scheme Shareholders who voted (either in person or by proxy), voted to approve the Scheme. Details of the votes cast were as follows:

Skyepharma General Meeting

At the Skyepharma General Meeting, the Special Resolution was passed by the requisite majority on a poll vote. The full text of the Special Resolution is contained in the Notice of Skyepharma General Meeting set out in the Scheme Document, which is available on Skyepharma's website at www.skyepharma.com. The voting results for the Special Resolution were as follows:

A copy of the Special Resolution passed at the Skyepharma General Meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

Vectura announced earlier today that at the Vectura General Meeting held earlier today, the resolution put to its shareholders to approve the Merger was duly passed on a poll. For further details of the results of the Vectura General Meeting, please refer to the Vectura website at www.vectura.com.

Next steps

Completion of the Scheme remains subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing, which is expected to be held on 27 June 2016. It is expected that the listing of, and dealings in, Skyepharma Shares will be suspended with effect from 6.00 p.m. on 27 June 2016, that the Scheme will become effective on 28 June 2016, that the de-listing of Skyepharma Shares will take place by no later than 8.00 a.m. on 28 June 2016 and that the admission and commencement of dealings in New Vectura Shares on the London Stock Exchange will take place on the same day.

The expected timetable of remaining principal events remains as set out in the Scheme Document. Please see the appendix to this announcement for a copy of the expected timetable of principal events relating to the Scheme contained in the Scheme Document. If any of the key dates set out in the timetable change, Skyepharma will give notice of this change by issuing an announcement via a Regulatory Information Service.

Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document. All references in this announcement to times are to times in London (unless otherwise stated).

Enquiries:

Skyepharma Tel: +44 (0) 207 881 0524

Peter Grant

Andrew Derodra

Jonathan Birt

Lazard (sole financial adviser to Skyepharma) Tel: +44 (0) 207 187 2000

Nicholas Shott

Stephen Sands

Andrew Murray-Lyon

N+1 Singer (broker to Skyepharma) Tel: +44 (0) 207 496 3000

Shaun Dobson

Jen Boorer

FTI Consulting (PR adviser to Skyepharma) Tel: +44 (0) 203 727 1000

Julia Phillips

Brett Pollard

Natalie Garland-Collins

Important notice relating to Skyepharma's financial adviser

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively as financial adviser for Skyepharma and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Skyepharma for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Further information

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 is to be 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.

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.

All Skyepharma Shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to, forward this announcement to any jurisdiction outside the United Kingdom, should seek appropriate independent professional advice before taking any action.

The New Vectura Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and are expected to be 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 will apply to the Scheme. The Scheme will be 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.

If, in the future, Vectura exercises the right to implement the Merger by way of a takeover offer, the Takeover Offer will be made in compliance with procedural and filing requirements of the US securities laws, including under Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

In addition to any such Takeover Offer, Vectura, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of shares in Skyepharma outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance, such as in open market or privately negotiated purchases.

Skyepharma and Vectura are organised under the laws of England. Some or all of the officers and directors of Skyepharma and Vectura are residents of countries other than the United States. The significant majority of the assets of Skyepharma and Vectura are located outside the United States. As a result, it may not be possible to enforce rights and claims US persons may have arising under the US federal securities laws or the laws of any state or territory within the United States. It may not be possible to sue Skyepharma or Vectura or their respective officers or directors in a non-US court for violations of US securities laws. It may be difficult to compel Skyepharma, Vectura and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

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 Skyepharma's website at www.skyepharma.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 Skyepharma website nor any website accessible by hyperlinks to the Skyepharma 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 Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Appendix

EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)

(1) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on when the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Skyepharma will give notice of the change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to Skyepharma Shareholders and persons with information rights.

(2) It is requested that blue Forms of Proxy for the Court Meeting be lodged before 12.00 p.m. on 3 May 2016 or, if the Court Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the adjourned meeting. However, blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting before the taking of the poll at the Court Meeting.

(3) White Forms of Proxy for the Skyepharma General Meeting must be lodged before 1.00 p.m. on 3 May 2016 in order for it to be valid or, if the Skyepharma General Meeting is adjourned, not later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the holding of the adjourned meeting. White Forms of Proxy cannot be handed to the Chairman of the Skyepharma General Meeting at that meeting.

(4) If either of the Skyepharma Shareholder Meetings is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the date two calendar days before the date set for the adjourned meeting.

(5) Or as soon thereafter as the Court Meeting has been concluded or adjourned.

(6) This date may be extended to such date as Skyepharma and Vectura may, with the consent of the Panel, agree and the Court (if required) may allow.