Results of 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.

PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

5 May 2016

Vectura Group plc

Proposed recommended all share merger between Vectura Group plc and Skyepharma PLC

Results of the General Meeting held on 5 May 2016 at Ashurst LLP, Broadwalk House,5 Appold Street, London EC2A 2HA

Vectura Group plc ("Vectura" or the "Company") is pleased to announce that at the General Meeting of the Company, duly convened and held earlier today in connection with the proposed recommended all share merger between the Company and Skyepharma PLC (the "Merger"), the resolution to approve the Merger, as set out in the Notice of General Meeting contained in the combined Class 1 circular and prospectus in relation to the Merger, dated 8 April 2016, was passed by way of a poll. The resolution was proposed as an ordinary resolution.

The results of the poll, which are set out below, represent the percentage of votes cast by Vectura Shareholders who voted (either in person or by proxy).

[1] A vote 'withheld' is not a vote in law and is not counted in the calculation of the votes 'for' and 'against' the resolution.

The shareholder meetings of Skyepharma PLC to approve the Merger will also be held today. The UK Competition and Markets Authority (the "CMA") announced on 27 April 2016 the launch of its merger enquiry in relation to the Merger. The current statutory deadline for announcement by the CMA of a phase 1 decision is 24 June 2016. Subject to the approval of the Merger by the shareholders of Skyepharma PLC, completion of the Merger is expected to occur no later than 1 September 2016. Further announcements will be made by the Company once the CMA has made its phase 1 decision, when the Court sanctions the Merger and, subsequently, when completion has occurred. 

In accordance with Listing Rule 9.6.2R, a copy of the resolution passed by the Company at the General Meeting has been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

In accordance with Rule 26.1 of the City Code on Takeovers and Mergers, a copy of this announcement will be available on the Company's website at www.vectura.com by no later than 12.00 p.m. (UK time) on the business day following this announcement.

Enquiries

J.P. Morgan Cazenove and Rothschild are acting as joint sponsors and joint financial advisers to Vectura in connection with the 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. 

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 PLC 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.