Publication of a Prospectus and General Meeting

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. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. INVESTORS SHOULD NOT PURCHASE OR SUBSCRIBE FOR ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS PUBLISHED TODAY BY VECTURA GROUP PLC IN CONNECTION WITH THE MERGER WITH SKYEPHARMA PLC. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF VECTURA GROUP PLC AND IN ELECTRONIC FORM AT WWW.VECTURA.COM.

PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

8 April 2016

Vectura Group plc ("Vectura" or the "Company")

Publication of a combined Circular and Prospectus and Notice of General Meeting

Further to the announcement by Vectura Group plc on 16 March 2016 relating to Vectura's agreement on the terms of a recommended merger between Vectura and Skyepharma (the "Merger"), Vectura today announces that the UK Listing Authority has approved a combined Class 1 circular and prospectus in relation to the Merger (the "Prospectus") dated 8 April 2016.

Vectura shareholders who have elected for printed shareholder documents will shortly receive, amongst other documents, a hard copy of the Prospectus (other Vectura shareholders will be sent notification that the Prospectus is available online). As set out in the Prospectus, a General Meeting of Vectura will be held at 10.00 a.m. on 5 May 2016 at Ashurst LLP, Broadwalk House, 5 Appold Street, London, EC2A 2HA, to allow Vectura shareholders to vote on the resolution required to approve and implement the Merger. This resolution will require approval by a majority of the Vectura shareholders present and voting (in person or by proxy) at the General Meeting.

In addition to the passing of the required resolution at the General Meeting, completion of the Merger is conditional upon the Skyepharma shareholders approving the resolutions contained within the Scheme Document at the Skyepharma Court Meeting and the Skyepharma General Meeting, the court approving the Scheme and the UK Competition and Markets Authority indicating, in terms reasonably satisfactory to Vectura, that it does not intend to refer the Merger (or any part of it) for a Phase 2 Investigation.

John Brown, a non-executive director of Vectura, will step down from the board of the enlarged Vectura group within one month after the completion of the Merger. Bruno Angelici, Chairman of Vectura, said: "John has made a very substantial contribution to the success of Vectura and the Board has benefitted from his well thought out advice. We wish him well for the future."

The expected timetable of principal events is as follows:

(1) It is requested that Forms of Proxy for the Vectura General Meeting be lodged before 10.00 a.m. on 3 May 2016 or, if the Vectura General Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the adjourned meeting.

All references in this announcement to times are to times in London (unless otherwise stated).

Copies of the Prospectus are available for inspection on Vectura's website (www.Vectura.com) or can be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of Vectura at One Prospect West, Chippenham, Wiltshere SN16 6FH, from the date of the Prospectus up to and including the date of the Vectura General Meeting and for the duration of the Vectura General Meeting. A copy of the Prospectus will also be submitted to the National Storage Mechanism, where it will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. 

Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Prospectus.

Enquiries:

Vectura Tel: +44 (0) 124 966 7700

Karl Keegan

Fleur Wood

J.P. Morgan Cazenove (financial adviser, sponsor and broker to Vectura) Tel: +44 (0) 207 742 4000

James Mitford

Christopher Dickinson

Alex Bruce

Rothschild (financial adviser and sponsor to Vectura) Tel: +44 (0) 207 280 5000 

Dominic Hollamby

Julian Hudson

Yon Jan Low

Peel Hunt (broker to Vectura) Tel: +44 (0) 207 418 8900

James Steel

Citigate Dewe Rogerson (PR adviser to Vectura) Tel: +44 (0) 207 638 9571

David Dible

Mark Swallow

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+1Singer (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

J.P. Morgan Cazenove and Rothschild are acting as joint sponsors and joint financial advisers to Vectura in connection with the proposed Merger. J.P. Morgan Cazenove and Peel Hunt are acting as joint corporate brokers to Vectura in connection with the Merger.

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for information purposes only and does not purport to be full or complete. The information in this announcement is subject to change. In accordance with Rule 26.1 of the Code, a copy of this announcement is also available on the website of Vectura at: www.vectura.com.

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.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for ordinary shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, ordinary shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in, into or from or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

The New Vectura Shares to be issued in connection with the Merger have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States. The New Vectura Shares are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the Securities Act) of Vectura or Skyepharma prior to, or of Vectura after, the Merger will be subject to certain restrictions on transfers of the New Vectura Shares received pursuant to the Merger.

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

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.

Notice to all investors

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 Financial Conduct Authority ("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.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the 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.

Aside from the responsibilities and liabilities, if any, which may be imposed by 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.