17th Sep 2010 15:03
SPH.L
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE,PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN ORINTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLICOF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS. INVESTORS SHOULDNOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENTEXCEPT SOLELY ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BYSINCLAIR PHARMA PLC IN CONECTION WITH THE PROPOSED FUNDRAISING. COPIES OF THEPROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE AT THE OFFICES OF SINGERCAPITAL MARKETS LIMITED, ONE HANOVER STREET, LONDON W1S 1YZ AND FASKENMARTINEAU LLP AT FOURTH FLOOR, 17 HANOVER SQUARE, LONDON W1S 1HU DURING NORMALBUSINESS HOURS ON ANY WEEKDAY (SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS EXCEPTED)UP TO AND INCLUDING THE DATE WHICH IS ONE MONTH FOLLOWING ADMISSION. Sinclair Pharma plc Publication of Prospectus 17 September 2010, Godalming, UK: Sinclair Pharma plc (the "Company" or"Sinclair": SPH:L), the international specialty pharma company, is pleased toannounce that the prospectus (the "Prospectus") relating to the Firm Placingand Placing and Open Offer will be posted to shareholders today.
Defined terms used in this announcement shall have the same meaning as those terms defined and used in the Prospectus unless otherwise defined in this announcement.
The Firm Placing and the Placing and Open Offer will raise GBP19 million beforeexpenses through the issue of 67,857,131 New Ordinary Shares at a price of 28pence per share. The Prospectus also contains a notice of general meeting toapprove the Firm Placing and Placing and Open Offer which will be held at theoffices of Fasken Martineau LLP, 17 Hanover Square, London, W1S 1HU at 10.00a.m. on 4 October 2010. The Prospectus is available to view on the Company'swebsite (www.sinclairpharmair.com). A copy of the Prospectus has been submittedto the National Storage Mechanism and will shortly be available for viewing at www.hemscott.com/nsm.do. Copies of the Prospectus will be also available fromthe offices of Singer Capital Markets Limited, One Hanover Street, London W1S1YZ and Fasken Martineau LLP, 17 Hanover Square, London, W1S 1HU. It isexpected that admission of the new ordinary shares ("Admission") will take
place on 6 October 2010. - Ends -
For further information please contact:
Sinclair Pharma plc Tel: +44 (0)1483 410 600Christopher Spooner, CEOAlan Olby, CFOSinger Capital Markets Ltd Tel: +44 (0)20 3205 7500Shaun DobsonClaes Sp¥ngBiddicks, Financial Public Relations Tel: +44 (0)20 7448
1000
Shane Dolan
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEWZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
THESAME WOULD BE UNLAWFULIntroductionThe Company announced on 26 August 2010 a proposed share issue to raise grossproceeds of £19 million (approximately £17.9 million net of expenses) by theissue of 67,857,131 New Ordinary Shares through the Firm Placing and Placingand Open Offer at 28 pence per New Ordinary Share. 33,928,566 New OrdinaryShares will be issued through the Firm Placing and 33,928,565 New OrdinaryShares will be issued through the Placing and Open Offer.The Issue Price of 28 pence represents an 8 per cent. premium to the closingprice of 26 pence per Ordinary Share on 25 August 2010 (being the last BusinessDay prior to the date of the announcement of the Firm Placing and Placing andOpen Offer).The Firm Placing and Placing and Open Offer is conditional on the satisfactionof customary placing conditions set out in a placing and open offer agreementbetween the Company and Singer and on the passing of the Resolutions to beproposed at the General Meeting to be held at the offices of Fasken MartineauLLP at 17 Hanover Square, London, W1S 1HU at 10.00 a.m. on 4 October 2010. Thenotice convening the General Meeting is set out at the end of the Prospectus.The purpose of the Prospectus is to provide Shareholders with details of theFirm Placing and Placing and Open Offer, and to explain why the Board considersit to be in the best interests of the Company and its Shareholders as a wholeand to recommend that you vote in favour of the resolutions to be proposed atthe General Meeting (the "Resolutions").If the Resolutions are not passed by Shareholders at the General Meeting andthe Firm Placing and Placing and Open Offer does not complete, the Company willnot be able to pay down all amounts due under the Bracken Facility by 7 October2010. The Bracken Facility is a sterling term loan facility of up to £12,000,000 between, amongst others, Bracken Holdings Limited, as lender,("Bracken") and the Company, as borrower. Repayment in full of the BrackenFacility was required by Bracken by 30 September 2010 as a condition attachedto the waiver of the June covenants. However, in view of the time constraintsfaced by the Company, Bracken has agreed to extend the deadline for repaymentto 7 October 2010. In addition, the Company would be unlikely to meet any ofthe covenants under the Bracken Facility as at the 30 September 2010 test date,being (i) that interest cover be greater than 3.0:1 (ii) cash flow cover begreater than 1.1:1.0; and (iii) net debt to EBITDA be less than 2.5:1.0.Reasons for the Firm Placing and Placing and Open Offer and Use of ProceedsThe Company intends to use the net proceeds of the Firm Placing and Placing andOpen Offer; to repay the Bracken Facility (including early repayment fees), tofund the acquisition of two product licensing agreements (Terbinafine andKelo-cote), to develop certain of the Company's current products and productfamilies (delmopinol and Flammacerium) and to invest in the regulatory affairsactivities of the Company.Use of proceeds summary £mBracken Facility repayment 11.7New product acquisitions and/or licensing 3.8
Existing product expansion and in house development 1.5
Regulatory affairs 0.9 17.9Bracken Facility
The Company intends to use £11.7 million of the Net Proceeds to repay the Bracken Facility (including early repayment fees).
In June 2010, Bracken waived all of the 30 June 2010 covenant measurements inrespect of the Bracken Facility, on the condition that Sinclair repaid thefacility in full on or before 30 September 2010. Bracken had previously waivedthe 31 March 2010 covenant measurement by agreement reached with Sinclair inNovember 2009. The covenants under the Bracken Facility are (i) that interestcover be greater than 3.0:1, (ii) cash flow cover be greater than 1.1:1.0, and(iii) net debt to EBITDA be less than 2.5:1.0. It is expected that the Companywill not meet any of the 30 September 2010 covenants.
New Products
Net Proceeds of £3.8 million will be used to fund the acquisition of two product licences, and the associated development spend, for two new products, a Terbinafine spray from MedPharm and Kelo-cote from ABT.
The Company will not own the products but will have exclusive rights to developand sell the products. £3.8 million of the Net Proceeds will cover themilestone payments due for both Kelo-cote and Terbinafine up to and includingpayments expected by June 2012. Further milestone payments are expected to bedue to Medpharm after June 2012 of £1.5 million which the Directors expect tofund from future operating cash flows from the existing business.
MedPharm/Terbinafine
The Company has entered into an exclusive option agreement with MedPharm Ltd(Guildford, UK) to licence its proprietary Terbinafine `once only' spray, forthe treatment of Tinea pedis (athlete's foot) and possibly Tinea corporis(Ringworm). The Company has already paid a £150,000 fee for the option. If theFirm Placing and Placing and Open Offer is successful, the Company willexercise this option which will lead to Sinclair securing an exclusiveworldwide licence for use of Medpharm's patented spray platform technology andexclusive rights to the clinical data comprising a phase IIb non-inferioritystudy in comparison with Lamisil® Once.Lamisil® Once is the only comparator, known to the Directors, which alsodelivers a `once only' curative treatment however, this is via a gel from atube and not a spray. MedPharm's patented spray platform technology allows a`once only' treatment via a spray on patch. The patch is delivered once and theactive is then released over a period of time. The only competitor sprays knownto the Directors require repeated applications by the user over a period of aweek.Terbinafine, which is an OTC generic drug, is used to treat dermatophyte fungalinfections of the skin. Cure rates are higher and treatment courses are shorterwith topical fungicidal allylamines, like terbinafine than with fungistaticazoles. Around 70 per cent. of the adult population suffer from Tinea pedis(athlete's foot) at some point in their lives and, as its name suggests,recurrence is common in sportsmen and women and in warm climes.Lamisil® was launched by Novartis in 1991 and at its peak generated more thanUS$1 billion per annum. Lamisil® Once currently has sales of US$150 million(2009). The phase II non-inferiority study of Terbinafine in comparison withLamisil® Once has been completed successfully. Sinclair has reviewed the studydata and on the basis of the pre-clinical and clinical package available, theDirectors believe the package is very close to being completed. The Companywill be able to complete the Common Technical Documents ("CTDs") for a Europeanabridged dossier submission with the help of a Clinical Research Organisation("CRO") and a new very experienced global head of regulatory affairs alongsidean internal temporary regulatory affairs contractor who has been alreadyrecruited. The Directors expect the first submission for a European licence byearly 2011 (either through the Mutual Recognition Procedure or a DecentralisedProcedure).
The proposed licence covers use of all fungal skin infections. The Directors also believe that Terbinafine can be used in line extensions including the treatment of Tinea corporis (Ringworm).
The Directors believe that OTC Terbinafine complements the existing product portfolio and existing distribution infrastructure, to pharmacy and dermatologists, in its European operations, particularly in France and Italy, and also with some of its established key distribution partners.
The Company is currently conducting the analysis of suppliers and potential contract manufacturers for the spray, ready to produce the first three batches for process validation to complete the European dossier.
The European submission will be followed by a new trial in the USA whereLamisil® Once is not available and there is no `once only' competition. LamisilOnce has never been registered in the USA and the Directors believe that thisis due to regulatory issues. For this reason a new comparator would be chosenand a small 20-25 patient phase I trial would be conducted followed by arolling phase II/III or pivotal phase IIb efficacy trial (FDA pre ANDA advicebeing sought). Following FDA approval, or during the trial once CTA approved,the Company would look to licence the US rights to a large OTC drug player forNorth America.Proceeds from the Firm Placing and Placing and Open Offer will be used to fundfurther development, including clinical trials in the USA, the Europeanregulatory filings and the product milestone payments. Sinclair expects incomefrom the first European sales in early 2012.In addition to the use of the patented spray technology for 1 per cent. (theapproved concentration of the generic) Terbinafine, the Company has secured anoption to the rights to use the Medpharm platform to develop one additional newformulation based on a dermatological active provided by the Company. TheCompany would like to use the Net Proceeds to capitalise on the benefit of thespray on patch for a long acting silicone scar reduction/removal product, theformulation for which Sinclair is also securing from ABT.A £350,000 licence fee is payable on signing the full licence agreement howeverthe £150,000 option fee already paid is offset against this amount meaning thata further £200,000 is payable on execution of the licence agreement.Product development milestone payments totalling a maximum of £3.2 million arealso due under the licence agreement and are triggered by certain developmentstages including, on submission of a European dossier, approval in the firstfive European territories, FDA approval and launch of Terbinafine in the USA.The Company expects £1.45 million of milestone payments to be due up to andincluding June 2012 and intends to fund these out of the Net Proceeds.Milestone payments expected to be incurred after June 2012 are expected to befunded out of future cash flows from operations. The Company will also pay oneoff fees if sales of Terbinafine reach certain milestones. These one-off feesare variable percentages of the revenues earned and will be funded out of thoserevenues earned.ABT/Kelo-cote
Sinclair has signed a distribution and licensing option agreement with ABT, asmall US company, to acquire exclusive rights to market, develop and sell apatented silicone scar reduction formulation in gel and spray form, marketedunder the Kelo-cote® brand, and a patented silicone and sunscreen formulation,marketed under Kelo-cote® Solaire. The Company previously paid a £1,000 fee tosign an option for Kelo-cote. The licence covers France, Italy and Spain,includes manufacturing (after one year) and line extension rights and permitsSinclair to grant sub-licences.Sinclair has also signed a separate, but similar, exclusive option agreement tomarket, develop and sell the product in Germany where the product is alreadymarketed and current sales are €700,000 per annum pro rata. Sinclair willacquire the goodwill of the local distributor who has also agreed to act forSinclair on a part time basis to co-promote the product over two years duringthe transition to Sinclair's local German office.
The product is sold for anti-scarring and scar reduction and in the UK it has proven popular at burn centres. In Germany, sales are predominantly concentrated on OTC and plastic/elective surgery.
The Directors believe sales of Kelo-cote could generate gross margins in excessof 70 per cent. The product has medical device status in Europe (CE marked) andthe USA but is currently only available in Germany and the UK (where it isreimbursed). Combined UK and German sales are in excess of €1.2 million at anannualised run rate.Sales of Kelo-cote by ABT are hindered by ABT's limited territorial presence inEurope currently but the Kelo-cote brand is recognised in many countries andhas achieved revenue growth in excess of 50 per cent. in the UK in 2009. It isan OTC as well as prescription product and the Directors believe it has themakings to be `best in class' and a market leader.The Directors believe that the Kelo-cote products will complement the recentlyacquired products Flammazine and Flammacerium. There will also be growthopportunities for Sinclair in developing silicone near term (1-2 years) lineextensions based on the licensed IP and ability to add delivery and formulationknow-how.
The Directors intend that the Net Proceeds will be used as consideration for the Kelo-cote and Kelo-cote Solaire/ BioCorneum licences.
Licence fees of $105,000 are payable within 30 days of signing the licenceagreement. Further licence fees of $495,000 are payable in three separatetranches on the first anniversary of the launch of the product in each of thecountries for which the licence covers, France, Italy and Spain. These paymentswill be funded out of Net Proceeds.
Existing products
Net Proceeds will also be used to fund investment in certain of the Company'scurrent technologies and product families. It is expected that approximately £1.5 million of Net Proceeds will be used to fund late stage clinical trials anddevelopment of existing products, these being delmopinol and Flammacerium.
Delmopinol
Delmopinol is the key ingredient in the Company's anti-gingivitis (inflammation of the gum tissue) portfolio of products and is the only `biofilm buster', known to the Directors, available for licensing with a thorough clinical package.
Trials have shown that delmopinol can be co-formulated with a variety ofanti-microbials and has a pronounced synergistic effect in some cases. Trialshave suggested that co-formulation with another antiseptic is possible tocombine biofilm and antisepsis qualities for treatment of more aggressiveinfections. The net result is that lower doses of anti-microbial and delmopinolcan achieve higher anti-microbial effect on both planktonic (free floating) andbiofilm bacteria. There are no products that combine these benefits in theindications concerned known to the Directors. This could potentially lead toboth a new oral health product and a new wound irrigation product.Studies have also shown that delmopinol can be used to treat peri-implantitiswhich is a condition caused by dental implant related infections. Net Proceedswill be used to undertake a clinical study to show efficacy in reducing theincidence of post implantation infection. The rise of cosmetic and electivedental implants allied to a failure of implant companies to address theincidence off microbial infection has provided the potentially large market forDelmopinol pre-coated implants.
The Directors expect that Net Proceeds will be used to fund clinical trials to develop these line extensions
Flammacerium
An independent French study of Flammacerium for use in the first line treatment of ischemic ulcers as an alternative to excision and to reduce downstream amputation rates was launched this year. Sinclair is not a sponsor on this study but, if the study is successful, Sinclair would be well placed to consolidate such a study with the necessary clinical data for formal market authorisation to extend the indication on the label for this product.
Flammacerium is not currently available in the UK other than on a `named patient' basis. In order to market the product directly in the UK and possibly in other countries where the product is currently not licensed, the Company needs to invest in submitting a market authorisation application for the product. Net proceeds will also be directed into R&D to reformulate Flammacerium for new indications.
Further uses of proceeds
Regulatory affairs
The Directors also intend to use a portion of the Net Proceeds to invest in theregulatory affairs activities of the Group. This is expected to includeupdating dossiers of selected products to help advance the emerging marketstrategy, investing in pharmacovigilence activities, and establishing a centraldatabase of regulatory information. In order to manage this more efficiently,responsibility for the Group's regulatory affairs has returned to the corporateoffice in the UK under the control of Simon Youlton, CSO. A new and experiencedhead of regulatory affairs has been recruited and will join Sinclair inSeptember, along with a temporary contractor already recruited to assist withcertain urgent projects. It is expected that approximately £0.9 million of NetProceeds will be used to fund the investment in regulatory affairs activities.
Current Trading and Prospects
For the year ended 30 June 2010, Sinclair reported revenue of £27.6 million(2009: £30.4 million). Operating losses before exceptional items were £3.7million (2009: £0.3 million), and after exceptional items £17.0 million (2009:£2.7 million). Loss for the year was £17.6 million (2009: £3.6 million). Thenew financial year has started well with revenues for the first two monthsbeing ahead of budget.
Sinclair's Strategy
Sinclair is a specialist pharmaceuticals company focusing on the development,manufacture and sale of dermatology, woundcare and oral care medicines. Undernew management since December 2009, the Company has a new strategy centred on:
1. open and rigorous management;
2. exploiting the current franchise;
3. focused product development and acquisitions;
4. improved margin and `P&L shape'; and
5. reducing complexity.
The Directors undertook a restructuring and strategic review in early 2010,resulting in the decision for the Company to pursue a strategy focused onexpansion and growth through the active acquisition and licensing of additionalproducts to complement the existing dermatology product portfolio. In addition,the Directors have identified a number of geographical expansion opportunitiesboth for the Company's existing product portfolio but also for potential newproducts.Dividend PolicyThe Company has not paid any dividends to its Shareholders since its OrdinaryShares were admitted to trading on the main market of the London Stock Exchangeand the Directors do not currently consider it appropriate to pay anydividends.
Principal Terms and Timing of the Firm Placing and Placing and Open Offer
(a) Structure
Sinclair intends to issue 33,928,566 New Ordinary Shares through the Firm Placing and 33,928,565 New Ordinary Shares through the Placing and Open Offer at 28 pence per New Ordinary Share to raise gross proceeds of £19 million.
(b) Firm Placing
The Firm Placees have agreed to subscribe for 33,928,566 New Ordinary Shares atthe Issue Price (representing gross proceeds of £9.5 million) comprising theFirm Placed Shares and the Excluded Shares. The Firm Placed Shares are notsubject to clawback and are not part of the Placing and Open Offer. TheExcluded Shares comprise those Open Offer Shares for which Non-ParticipatingQualifying Shareholders have irrevocably undertaken not to apply for in respectof their own Open Offer Entitlement.
(c) Placing and Open Offer
Qualifying Shareholders will have an Entitlement of:
0.20866102 of an Open Offer Share for each Existing Ordinary Share registered in the name of the relevant Qualifying Shareholder on the Record Date.
Under the Placing and Open Offer, Sinclair intends to issue 33,928,565 New Ordinary Shares at the Issue Price (representing gross proceeds of £9.5 million) to be made available pursuant to the Open Offer.
The Conditional Placees have agreed to subscribe for the Conditional Placed Ordinary Shares pursuant to the Placing.
(d) The Firm Placing and Placing and Open Offer has been fully underwritten by Singer subject to certain conditions set out in the Placing Agreement.
(e) Conditionality
The Firm Placing and Placing and Open Offer are conditional upon the following:
* the passing of the Resolutions to be proposed at the General Meeting to be
held on 4 October 2010;
* Admission of the New Ordinary Shares becoming effective by not later than
8.00 a.m. on 6 October 2010; and
* the Placing Agreement becoming unconditional in all respects.
(f) Important notice
The Open Offer is not a rights issue and any Open Offer Shares not applied forby Qualifying Shareholders under their Entitlement will not be sold in themarket on behalf of, or placed for the benefit of, Qualifying Shareholders whodo not apply under the Open Offer, but may be placed under the Placing and thenet proceeds will be retained for the benefit of the Company.
Effect of the Firm Placing and Placing and Open Offer
Upon completion of the Firm Placing and Placing and Open Offer, the NewOrdinary Shares will represent 29.4 per cent. of the Enlarged Issued ShareCapital. New Ordinary Shares issued through the Firm Placing will represent14.7 per cent. of the Enlarged Issued Share Capital and New Ordinary Sharesissued through the Placing and Open Offer will represent 14.7 per cent. of theEnlarged Issued Share Capital. The New Ordinary Shares will be issued pursuantto authorities to be sought at the General Meeting. Following the issue of theNew Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer, aQualifying Shareholder who does not take up any of his Entitlement will suffera dilution of 29.4 per cent. to his economic interests in the Company. If aQualifying Shareholder subscribes for his Entitlement in full he will suffer adilution of 14.7 per cent. to his economic interests in the Company. The priceat which the Firm Placing and Placing and Open Offer is being effectedrepresents an 8 per cent. premium to the Sinclair closing price of 26 pence perOrdinary Share on 25 August 2010, being the Business Day prior to the date ofthe announcement of the Firm Placing and Placing and Open Offer.
Related party transactions
Lansdowne holds approximately 14.5 per cent. of the Existing Ordinary Shares.6,071,428 New Ordinary Shares will be issued to Lansdowne pursuant to the FirmPlacing and this, due to its holding of Existing Ordinary Shares being inexcess of 10 per cent. of the Existing Ordinary Shares, constitutes a relatedparty transaction under the Listing Rules.Shareholder approval is required with regard to this related party transaction.Lansdowne will not, and has undertaken to take all reasonable steps to ensurethat its associates will not, vote on the relevant resolution at the GeneralMeeting seeking Shareholder approval of the Related Party Transaction.
On 25 August 2010, Christopher Spooner entered into a placing letter with Sinclair to take up 1,861,394 New Ordinary Shares. Christopher Spooner's transaction with the Company falls within the requirements for a smaller related party transaction under the Listing Rules.
Admission, Dealings and Settlement
The New Ordinary Shares will, when issued, rank in full for dividends and other distributions and otherwise pari passu in all respects with the Existing Ordinary Shares.
Applications will be made to the UK Listing Authority for the New OrdinaryShares to be admitted to the Official List and to the London Stock Exchange forthe New Ordinary Shares to be admitted to trading on the London StockExchange's main market for listed securities. Application will also be made toEuronext Paris for the New Ordinary Shares to be admitted to trading onEurolist by Euronext Paris. It is expected that Admission will become effectiveand dealings will commence in the New Ordinary Shares at 8.00 a.m. (Londontime) on 6 October 2010.
General Meeting
The Company is required to obtain certain Shareholders approvals in connectionwith the Firm Placing and Placing and Open Offer and a general meeting of theCompany has therefore been convened at the offices of Fasken Martineau LLP, 17Hanover Square, London, W1S 1HU at 10.00a.m. on 4 October 2010.
Expected timetable of principal events
Each of the times and dates below is indicative only and may be subject to change.
Record Date for entitlement to participate in the Open Offer
close of business on 25 August 2010
Announcement of the Firm Placing and Placing and Open Offer 26 August 2010Ex-entitlement date for the Open Offer 26 August 2010
Publication of the Prospectus and posting of the Prospectus, Form of
Proxy and the Non-CREST Application Form 17 September 2010
Basic Entitlements credited to CREST stock accounts of Qualifying
CREST Shareholders 20 September 2010
Recommended latest time for requesting withdrawal of Basic Entitlements
and Excess CREST Open Offer Entitlements from CREST 27 September 2010
Latest time for depositing Basic Entitlements and Excess CREST
Open Offer Entitlements into CREST 28 September 2010
Latest time and date for splitting Non-CREST Application Forms
(to satisfy bona fide market claims only)
3.00 p.m. on 29 September 2010
Latest time for receipt of Forms of Proxy and electronic proxy
appointments via the CREST system
10.00 a.m. on 30 September 2010
Latest time for receipt of completed Non-CREST Application Forms
and payment in full under the Open Offer or settlement of relevant
CREST instructions (as appropriate)
11.00 a.m. on 1 October 2010
Results of the Firm Placing and Placing and Open Offer
announced through a Regulatory Information Service 4 October 2010General Meeting
10.00 a.m. on 4 October 2010
Admission of, and commencement of dealings in, the
New Ordinary Shares and Other New Ordinary Shares
By 8.00 a.m. on 6 October 2010
New Ordinary Shares and Other New Ordinary Shares in uncertificated
form expected to be credited to accounts in CREST 6 October 2010Expected date of despatch of definitive share certificates for New OrdinaryShares and Other New Ordinary Shares in certificated form Within 7 days of Admission
Definitions
Defined terms used in this announcement shall have the same meaning as those terms defined and used in the Prospectus unless otherwise defined in this announcement.
About Sinclair Pharma Plc www.sinclairpharma.com
Sinclair Pharma plc is an international specialty pharmaceutical companyproviding solutions to treat wounds, dermatological and oral diseases throughadvanced surface technology and innovative delivery systems. It has a growingsales and marketing operation that is present in France, Italy, Germany andSpain, and an extensive marketing partner network across selected developed &emerging markets."Safe Harbor" Statement under the US Private Securities Litigation Reform Actof 1995: Some or all of the statements in this document that relate to futureplans, expectations, events, performances and the like are forward-lookingstatements, as defined in the US Private Securities Litigation Reform Act of1995. Actual results of events could differ materially from those described inthe forward-looking statements due to a variety of factors.Singer Capital Markets Limited ("Singer Capital Markets"), which is a member ofthe London Stock Exchange and is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for the Company andno one else in connection with the Fundraising and Admission. It will not beresponsible to anyone other than the Company for providing the protectionsafforded to customers of Singer Capital Markets or for advising any otherperson on the transactions and arrangements referred to herein. Norepresentation or warranty, express or implied, is made by Singer CapitalMarkets as to any of the contents of this announcement for which the Companyand the Directors are solely responsible. Singer Capital Markets has notauthorised the contents of, or any part of, this announcement and (withoutlimiting the statutory rights of any person to whom this announcement isissued) no liability whatsoever is accepted by Singer Capital Markets for theaccuracy of any information or opinions contained in this announcement or forthe omission of any material information, for which the Company and theDirectors are solely responsible.This Announcement has been issued by, and is the sole responsibility of, theCompany. No representation or warranty, express or implied is, or will be madeas to, or in relation to, and no responsibility or liability is, or will be,accepted by either Singer Capital Markets or by any of their affiliates oragents as to, or in relation to, the accuracy or completeness of thisAnnouncement or any other written or oral information made available to orpublicly available to any interested party or its advisers, and any liabilitytherefore is expressly disclaimed.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.
Neither the content of Sinclair's website nor any website accessible by hyperlinks on Sinclair's website is incorporated in, or forms part of, this Announcement.
This Announcement is not for release, publication or distribution, directly orindirectly, in or into the United States, Australia, Canada, Japan, New Zealandor South Africa or any other jurisdiction into which the same would beunlawful. This Announcement does not contain or constitute an offer of, or thesolicitation of an offer to buy or subscribe for, the New Ordinary Shares orany other securities to any person in Australia, Canada, Japan, New Zealand orSouth Africa, or the United States or in any jurisdiction to whom or in whichsuch offer or solicitation is unlawful. Subject to certain exceptions, thesecurities referred to herein may not be offered or sold in Australia, Canada,Japan, New Zealand or South Africa or to, or for the account or benefit of, anynational, resident or citizen of Australia, Canada, Japan, New Zealand or SouthAfrica. The offer and sale of the securities referred to herein has not beenand will not be registered under the US Securities Act of 1933, as amended, orunder the applicable securities laws of Australia, Canada, Japan, New Zealandor South Africa. The ability of persons not resident in the United Kingdom toparticipate in the Fundraising may be affected by the laws of the relevantjurisdictions in which they are resident or incorporated. Such persons shouldinform themselves about and observe any applicable requirements in connectionherewith. The New Ordinary Shares have not been and will not be registered under the USSecurities Act 1933, as amended, or under the securities laws of any state orother jurisdiction of the United States or under any securities laws ofAustralia, Canada, Japan, New Zealand or South Africa or any other jurisdictionwhere to do so would be unlawful and may not be offered, sold, taken up,exercised, resold, renounced, transferred or delivered, directly or indirectly,within the United States, or within any of Australia, Canada, Japan, NewZealand or South Africa or any other jurisdiction where to do so would beunlawful. There will be no public offer of the New Ordinary Shares in theUnited States. The distribution of this Announcement and the offering of the New OrdinaryShares in jurisdictions other than the United Kingdom may be restricted by law.No action has been taken by the Company or Singer Capital Markets that wouldpermit an offering of such shares or possession or distribution of thisAnnouncement or any other offering or publicity material relating to suchshares in any jurisdiction where action for that purpose is required. Personsinto whose possession this Announcement comes are required by the Company andSinger Capital Markets to inform themselves about, and to observe, any suchrestrictions. Any failure to comply with these restrictions may constitute aviolation of the securities laws of any such jurisdiction. This Announcement is for information only and does not constitute or form partof any offer or invitation to issue, acquire or dispose of any securities orinvestment advice in any jurisdiction. No statement in this Announcement is intended to be a profit forecast and nostatement in this Announcement should be interpreted to mean that earnings pershare of Sinclair for the current or future financial years would necessarilymatch or exceed the historical published earnings per share of Sinclair.This Announcement includes statements that are, or may be deemed to be,"forward looking statements". These forward looking statements can beidentified by the use of forward looking terminology, including the terms"believes", "projects", "estimates", "anticipates", "expects", "intends","plans", "goal", "target", "aim", "may", "will", "would", "could", "should" or"continue" or, in each case, their negative or other variations or comparableterminology. These forward looking statements include all matters that are nothistorical facts. They appear in a number of places throughout thisAnnouncement and include statements regarding the intentions, beliefs orcurrent expectations of the Directors, the Company or the Group concerning,among other things, the Company's financial position and projections, businessplan, financial model and future covenant ratios and compliance, the results ofoperations, prospects, growth, strategies and dividend policy of the Group andthe industry in which it operates.By their nature, forward looking statements involve risks and uncertaintiesbecause they relate to events and depend on circumstances that may or may notoccur in the future and may be beyond the Company's ability to control orpredict. Forward looking statements are not guarantees of future performance.The Company's actual financial performance, results of operations, dividendpolicy and the development of the industry in which it operates may differmaterially from the impression created by the forward looking statementscontained in this Announcement. In addition, even if the financial performance,results of operations and dividend policy of the Company or the Group (as thecase may be), and the development of the industry in which it operates, areconsistent with the forward looking statements contained in this Announcement,those results or developments may not be indicative of results or developmentsin subsequent periods. Important factors that could cause these differencesinclude, but are not limited to: the effect of the Fundraising on the Company;the Company's ability to generate growth or profitable growth; the Company'sability to generate sufficient cash over the longer term to service its debt;the Company's ability to control its capital expenditure and other costs;changes in the competitive framework in which the Company operates and itsability to retain market share; industry trends; general local and globaleconomic, political, business and market conditions; significant changes inexchange rates, interest rates and tax rates; significant technological andmarket changes; future business combinations or dispositions; changes ingovernment and other regulation, including in relation to the environment,health and safety and taxation; labour relations and work stoppages; andchanges in business strategy or development plans. More detailed information onthe potential factors which could affect the financial results of the Companyis contained in the Company's public filings and reports.The forward looking statements contained in this Announcement speak only as ofthe date of this Announcement. Other than in accordance with their legal orregulatory obligations (including under the Listing Rules and/or the ProspectusRules and/or the Disclosure and Transparency Rules) and as required by the FSA,the London Stock Exchange or the City Code, the Company does not undertake anyobligation to update or revise publicly any forward looking statement, whetheras a result of new information, future events or otherwise. All subsequentwritten and oral forward looking statements attributable to the Company or theGroup or individuals acting on behalf of the Company or the Group are expresslyqualified in their entirety by this paragraph. Prospective investors shouldspecifically consider the factors identified in this Announcement which couldcause actual results to differ before making an investment decision.This Announcement should not be considered a recommendation by the Company orits directors, officers, employees, advisers or any of its respectiveaffiliates, parent undertakings, subsidiary undertakings or subsidiaries of itsparent undertakings in relation to any subscription for the New OrdinaryShares. Prices and volumes of, and income from, securities may go down as wellas up and an investor may not get back the amount invested. It should be notedthat past performance is no guide to future performance. You are advised toread this Announcement and, once available, the Prospectus and the informationincorporated by reference therein, in their entirety for a further discussionof the factors that could affect the Group's future performance and theindustry in which it operates. Persons needing advice should consult anindependent financial adviser.
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