28th Sep 2005 07:04
Skyepharma PLC28 September 2005 For Immediate Release 28 September 2005 Not for release, publication or distribution in whole or in part, directly or indirectly in or into the United States of America, Canada, Australia, Japan, the Netherlands, France, the Republic of Ireland or New Zealand. NEITHER THIS ANNOUNCEMENT NOR ANY ACCOMPANYING ANNOUNCEMENT IS AN OFFER OFSECURITIES FOR SALE IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLDIN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THESECURITIES TO BE ISSUED PURSUANT TO THE RIGHTS ISSUE HAVE NOT BEEN AND WILL NOTBE REGISTERED UNDER THE US SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANYSTATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES ISSUED ASPART OF THE RIGHTS ISSUE MAY NOT BE OFFERED, SOLD, DELIVERED, RENOUNCED ORTRANSFERRED DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO US PERSONS(SUBJECT TO CERTAIN EXCEPTIONS). SkyePharma PLC Proposed 1 for 5 Rights Issue of 125,627,357 New Ordinary Shares at 30 pence per share to Qualifying Shareholders The Board of SkyePharma announces today that it proposes to raise approximately£35 million (net of expenses) by means of a 1 for 5 Rights Issue of 125,627,357New Ordinary Shares at 30 pence per share to Qualifying Shareholders. The RightsIssue has been underwritten in full by Credit Suisse First Boston (Europe)Limited ("CSFB"). The Directors (other than one Director resident in the UnitedStates) intend to take up their rights under the Rights Issue in respect of allof their beneficial interests in Existing Ordinary Shares over which they havecontrol, representing less than 1 per cent of the issued share capital. The netproceeds of the Rights Issue will be used primarily to provide the Company withadditional working capital to fund the Phase III clinical development ofFlutiform(TM), a key pipeline product. The proposed issue of 125,627,357 NewOrdinary Shares represents approximately 16.7 per cent of the enlarged issuedshare capital. Michael Ashton, Chief Executive of the Company, said: "The proceeds of the Rights Issue will allow the Company the flexibility toproceed by itself with the clinical development of Flutiform(TM) thereby helpingto ensure its time to market. This will help to secure its competitive positionand should in turn enhance its licensing terms. The Board of Directors firmly believes it is in shareholders' interests toproceed with the clinical development of Flutiform(TM) ourselves." The Company will hold a presentation to analysts today to discuss both theCompany's interim results for the six months to 30 June 2005 announced today andthe Rights Issue. The analyst presentation will take place at 9 am at theoffices of Buchanan Communications, 107 Cheapside, London EC2V 6DN. Enquiries: Telephone: SkyePharma 020 7491 1777Michael Ashton (Chief Executive Officer)Donald Nicholson (Finance Director)Peter Laing (Director of Corporate Communications) Credit Suisse First Boston (Europe) Limited 020 7888 8888Paul NichollsAndrew ChristieStephanie Leouzon Buchanan Communications 020 7466 5000Tim AndersonMark CourtRebecca Skye Dietrich This summary should be read in conjunction with the full text of the followingannouncement. Appendix I sets out definitions used in this announcement. THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT IS AN ADVERTISEMENT FOR THE PURPOSESOF THE PROSPECTUS RULES OF THE FINANCIAL SERVICES AUTHORITY. NO OFFER,INVITATION OR INDUCEMENT TO ACQUIRE SHARES OR OTHER SECURITIES IN THE COMPANY ISBEING MADE BY OR IN CONNECTION WITH THIS ANNOUNCEMENT. ANY OFFER, INDUCEMENT ORANNOUNCEMENT TO ACQUIRE SHARES IN THE COMPANY WILL BE MADE SOLELY BY MEANS OFTHE PROSPECTUS, WHICH IS EXPECTED TO BE PUBLISHED BY THE COMPANY DURING OCTOBER2005, AS UPDATED BY ANY SUPPLEMENTARY PROSPECTUS, AND ANY DECISION TO KEEP, BUYOR SELL SHARES IN THE COMPANY SHOULD BE MADE SOLELY ON THE BASIS OF THEINFORMATION CONTAINED IN SUCH DOCUMENT(S). The Prospectus will contain detailed information about the Rights Issue, theCompany and its management as well as financial information. Copies of theProspectus will be available from, or can be inspected at, the offices ofStringer Saul LLP, 17 Hanover Square, London W15 1HU, the registered office ofthe Company and the Document Viewing Facility, UK Listing Authority, FinancialServices Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. This announcement has been issued by the Company and is the sole responsibilityof the Company. It has been approved solely for the purposes of section 21 (2)(b) of FSMA by Credit Suisse First Boston (Europe) Limited of One Cabot Square,London, E14 4QJ. Credit Suisse First Boston (Europe) Limited, which is regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for theCompany and for no-one else in connection with the Rights Issue and listing ofthe New Ordinary Shares on the Official List and their admission to trading onthe London Stock Exchange's market for listed securities and will not beresponsible to anyone other than the Company for providing the protectionsafforded to customers of Credit Suisse First Boston (Europe) Limited or forproviding advice in relation to the Rights Issue, proposed listing or admissionto trading, the contents of this announcement or any other matter referred toherein. Persons needing advice should consult an independent financial adviser. Certainstatements made in this announcement are forward-looking statements. Thisannouncement contains certain statements that are neither reported financialresults nor other historic information. These statements are forward-lookingstatements and are subject to risks and uncertainties, as the actual futureresults may differ materially from those expressed in or implied by thestatements. Such statements may generally, but not always, be identified by theuse of words such as ''anticipates'', ''should'', ''expects'', ''estimates'', ''believes'' or similar expressions. Readers are cautioned not to place unduereliance on these forward-looking statements, which speak only as of the date ofthis announcement. SkyePharma undertakes no obligation to publicly release anyrevisions to these forward-looking statements to reflect events or circumstancesafter the date of this announcement other than as required by law or regulation. Not for release, publication or distribution in whole or in part, directly orindirectly in or into the United States of America, Canada, Australia, Japan,the Netherlands, France, the Republic of Ireland or New Zealand. NEITHER THIS ANNOUNCEMENT NOR ANY ACCOMPANYING ANNOUNCEMENT IS AN OFFER OFSECURITIES FOR SALE IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLDIN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THESECURITIES TO BE ISSUED PURSUANT TO THE RIGHTS ISSUE HAVE NOT BEEN AND WILL NOTBE REGISTERED UNDER THE US SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANYSTATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES ISSUED ASPART OF THE RIGHTS ISSUE MAY NOT BE OFFERED, SOLD, DELIVERED, RENOUNCED ORTRANSFERRED DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO US PERSONS(SUBJECT TO CERTAIN EXCEPTIONS). Introduction The Board of SkyePharma announces today that it proposes to raise approximately£35 million (net of expenses) by means of a 1 for 5 Rights Issue of 125,627,357New Ordinary Shares at 30 pence per share to Qualifying Shareholders. The RightsIssue has been underwritten in full by Credit Suisse First Boston (Europe)Limited ("CSFB"). The Directors (other than one Director resident in the UnitedStates) intend to take up their rights under the Rights Issue in respect of allof their beneficial interests in Existing Ordinary Shares over which they havecontrol, representing less than 1 per cent of the issued share capital. The netproceeds of the Rights Issue will be used primarily to provide the Company withadditional working capital to fund the Phase III clinical development ofFlutiformTM, a key pipeline product. The proposed issue of 125,627,357 NewOrdinary Shares represents approximately 16.7 per cent of the enlarged issuedshare capital. The Rights Issue will be made to all Qualifying Shareholders (except certainOverseas shareholders) on the basis of 1 New Ordinary Share for every 5 ExistingOrdinary Shares held at close of business on the Record Date to be set out inthe Prospectus, and so in proportion to the number of Existing Ordinary Sharesthen held. The Rights Issue Price of 30 pence per New Ordinary Share represents a 43 percent. discount to the closing price of 52.75 pence per Existing Ordinary Shareon 27 September 2005, the last practicable date before the announcement of theRights Issue. Information on the Company The Company develops novel therapeutic drugs based on its five technologyplatforms for delivering drugs to the human body: oral, injectable, inhalation,topical and enhanced solubilisation. The Company has a dual strategy: to becomethe world's leading specialty pharmaceutical company powered through excellencein drug delivery, and to utilise this expertise and its multiple deliverytechnologies to create a product pipeline for commercialisation throughout-licensing to marketing partners, entering joint ventures or ultimatelyselectively marketing in niche areas. Background to the Rights Issue Following a strategic review of the potential market opportunity forFlutiform(TM), the Company's combination therapy for asthma, the Board ofSkyePharma has taken the decision that it is in its shareholders' best intereststo proceed with the clinical development of Flutiform(TM) itself. This avoids therisks of possible delay in developing the product in partnership with a majorpharmaceutical company, which delay could undermine the product's competitiveposition, and provides the potential for enhanced licensing terms as a result ofthe Company bearing a greater share of the development risks and costs itself. It was the Company's original intention to seek a development and marketingpartner who would fund the later stage clinical trials for Flutiform(TM). Asthmais a common condition and asthma products are primarily prescribed by generalpractitioners. The approval and subsequent marketing of such primary careproducts typically involves clinical studies in relatively large patientpopulations. Therefore the Company's criteria for selection of a partner forFlutiform(TM) were that the partner must not only be able to afford the cost ofclinical development but also have a substantial and effective primary caredetail force, especially in the key US market, in order to optimise the salespotential of the product. The Company was involved in negotiations with a number of potential partners forglobal, US or European rights. As previously reported, in December 2003 theCompany rejected as inadequate one offer from a potential licensee involvingmilestone payments in excess of $90 million. In April this year, the Companyannounced that it had negotiated non-binding heads of terms with a major globalpharmaceutical company for the US rights to Flutiform(TM). These terms includedescalating double digit royalties and up to $160 million in milestone paymentsand reimbursement of development costs. Although contract negotiations with thatparty were subsequently discontinued, the April announcement resulted inconsiderable additional competitive interest in acquiring rights toFlutiform(TM). The Company remains in active negotiations with several companies,including advanced discussions with another major global pharmaceutical companyfor worldwide rights to Flutiform(TM). Flutiform(TM) consists of a CFC-free metered-dose aerosol inhaler containing afixed-dose combination of the long-acting bronchodilator formoterol with theinhaled steroid fluticasone for the treatment of asthma and COPD. A singledelivery device containing two separate agents with complementary therapeuticroles (steroids are anti-inflammatory and address the underlying cause of asthmawhereas bronchodilators control the symptoms of those attacks that still occur)brings obvious convenience benefits for patients. Furthermore these two agentsact synergistically, producing a greater effect in combination than when each isused on its own. GlaxoSmithKline's Advair(R) (Seretide(R) in some markets),combining fluticasone with salmeterol, another long-acting bronchodilator, hasbeen very successful commercially, with 2004 global sales of $4.5 billion.AstraZeneca's Symbicort(R) (combining formoterol with the inhaled steroidbudesonide) has also been successful, with 2004 sales of just under $800million. However this product has yet to be approved in the United States.AstraZeneca filed Symbicort(R) with the United States FDA on 23 September 2005and it is the Board's opinion that it is unlikely to enter the United Statesmarket before 2008. The regulatory barriers to entry for respiratory productsare particularly steep in the United States. To the best of the Company'sknowledge there is little prospect of additional competition in the combinationmarket until 2012 at the earliest. Advair(R) was only launched in the US inApril 2001 and the Company believes that its combination could be the third (orpossibly even the second) such combination to enter the US market. The combination employed in Flutiform(TM) consists of what many cliniciansbelieve to be the two best agents currently available for the treatment ofasthma. Fluticasone is regarded as the most effective inhaled corticosteroid andis believed to have less systemic absorption after dosing than budesonide.Systemic uptake of steroids is well known to be undesirable, particularly inchildren and adolescents. While formoterol and salmeterol are both long-actingbronchodilators that produce effective bronchodilation for 12 hours after adose, formoterol has an advantage over salmeterol in terms of its rapid onset ofaction (2-3 minutes vs. 30-45 minutes), particularly important when addressingthe common symptom of early-morning wheeziness in asthmatics. Finally theHFA-MDI delivery device in Flutiform(TM) addresses the clear preference of manyasthma patients in the United States for an aerosol inhaler over a dry-powderinhaler. The Company therefore remains convinced of the commercial potential ofits combination product. Rationale for Rights Issue and Use of Proceeds During negotiations with various potential partners, there has been widespreadagreement with the Company's assessment of the market potential of Flutiform(TM)and also with the strength of its Phase II trial results. The major reasons whythe Company has not completed an agreement to date include the following: • Commercial terms that it believed did not adequately reflect the product's potential value • Concerns over the partner's ability to maximise sales in key markets • Issues over the control of the clinical development programme, with the risk that the assumption of the development approach which can be adopted by major pharmaceutical companies could so delay the project as to seriously diminish its potential value The Company is convinced that Flutiform(TM) has substantial value as it is poisedto enter a large and rapidly growing market with currently limited competition.The global market for combination therapies for asthma was worth over $5 billionin 2005 and is expected to exceed $10 billion by 2010. Combination therapies arecurrently the fastest growing component of the asthma market and by 2010 areprojected to account for over half of the total market. There is an additionalsubstantial market for these combination products in the treatment of COPD.However the Company recognizes that time to market entry is critical forFlutiform(TM) because of the eventual likelihood of additional entrants, bothproprietary and generic. Although the Company believes that these competingproducts are unlikely to enter the United States market before 2012 at theearliest, it is clearly desirable to seek to establish Flutiform(TM) as "best inclass" combination therapy on the United States market as soon as possible. TheCompany is determined not to jeopardise the potential of Flutiform(TM) bypossible delays to the development programme while it continues to pursuenegotiations with funding partners. The Company expects to initiate Phase IIItrials for Flutiform(TM) early in 2006, on track for its target of filing withthe FDA in 2007 and United States market entry in 2009. The Company's trackrecord of successful development and regulatory approval of numerous products inthe pulmonary and other fields makes it confident of its ability to complete thedevelopment of Flutiform(TM) on time and on budget. It remains the Company's intention to appoint one or more marketing partners forFlutiform(TM) but this can now take place during or after the Phase III trials.The reduction in development risk, coupled with proximity to market and theremoval of the funding obligation for the Phase III trials, can logically beexpected to result in a substantial enhancement of the licence terms forFlutiform(TM). The Company is not prepared to licence this key product on termsthat do not fully reflect its perception of the product's value. In addition theCompany also sees value in retention of co-promotion rights for this product.This is in line with its medium-term strategy of vertical integration tomaximise the value of the Company's internal pipeline through the establishmentof focused specialist sales and marketing capabilities. The funding provided by the Rights Issue is intended to enable the Company tomaintain momentum in the development of FlutiformTM. This will allow the Companyto initiate Phase III trials in early 2006 at a planned development cost tofiling of $54 million. The initial indication will be asthma, the largestsegment of the respiratory market; the development of Flutiform(TM) for the COPDindication would follow after the filing for asthma. Although the Phase IIItrials will not commence until early 2006, the Company initiated preparatorydevelopment earlier this year. A further $14 million of the total cost areexpected to be incurred in the latter part of 2005 in preparations for thetrials and manufacture of trial materials, and therefore the Company isundertaking the fundraising now. Without the Rights Issue funding, there is a significant risk that theFlutiform(TM) project will be delayed while the Company strives to negotiate andcomplete a development and marketing agreement or alternatively seek fundingspecific to FlutiformTM from a third party. Any delay to market entry increasesthe likelihood of competition, with a consequent adverse impact on the product'svalue. The Company therefore firmly believes that the use of the Rights Issueproceeds to fund the development of Flutiform(TM) is in shareholders' long-terminterests. This is not a conclusion that the Board has reached lightly. Prior to reachingthe decision to ask shareholders for funding, the Board explored a number offinancing alternatives to fund FlutiformTM and also a variety of strategicoptions for the Company. The Board concluded that undertaking the Rights Issuewas the most cost-effective and timely funding mechanism. In addition the Boardbelieves that the development of FlutiformTM internally will provide the Companywith greater operating flexibility and increase the number of strategic optionsopen to it in the future. Current Trading and Prospects The Company's revenues derive principally from royalties received from thelicensing of its products and technologies and from contract development.Contract development revenues include milestone payments and that portion of theCompany's research and development expenses that the Company charges to itspartners pursuant to collaborative arrangements. The amount of the Company'scontract development revenue in any given period depends on a number ofunpredictable factors and as a result, the Company's revenues tend to fluctuate. The Company today announced its interim results for the six months ended 30 June2005. Apart from the continued delay in the licensing of Flutiform(TM), theresults and net loss were in line with the Directors' expectations. Theseexpectations have been revised as a result of the decision to fund thedevelopment of Flutiform(TM) internally. This decision will result in additionaldevelopment costs of $14 million which the Directors had previously assumedwould be reimbursed by a partner during the second half of 2005. The balance ofthe business is expected to perform broadly in line with the Directors' previousexpectations. Board Change Michael Ashton, who will attain the age of 60 in 2006, has indicated to theBoard his intention to retire as Chief Executive no later than the next AnnualGeneral Meeting. The Board thanks him for his continuing contribution to thedevelopment of SkyePharma since its formation and has set in train the actionsnecessary to find a suitable successor with minimal disruption. Principal Terms of the Rights Issue The New Ordinary Shares will be offered by way of rights to all QualifyingShareholders other than certain Overseas Shareholders on the basis of 1 NewOrdinary Share for every 5 Existing Ordinary Shares held at the close ofbusiness on the Record Date and so in proportion for any other number ofExisting Ordinary Shares held. Entitlements to New Ordinary Shares will berounded down to the nearest whole number with fractional entitlements sold inthe market (nil paid) for the benefit of the Company. The Rights Pricerepresents a 43 per cent discount to the closing mid market price on the LondonStock Exchange of 52.75 pence per Existing Ordinary Share on 27 September 2005(the latest practicable date before this announcement). The Directors believethat the level of discount is consistent with other recent comparable rightsissues. Notwithstanding the level of discount, the Company has arranged for theRights Issue to be fully underwritten to provide certainty of funds. The Rights Issue is conditional upon, inter alia, fulfilment of the followingconditions by 31 October 2005 or such later date as CSFB and the Company mayagree: • 1) Admission becoming effective by not later than 31 October 2005 orsuch later date as may be agreed; and 2) the Underwriting Agreement becoming unconditional in all respects(save for the condition relating to Admission) and not having been terminated inaccordance with its terms prior to Admission. These termination rights include,inter alia, the occurrence before Admission of (a) a breach by the Company ofany of the representations, warranties or undertakings given by the Company setout in the Underwriting Agreement; (b) any change, or development involving aprospective change, in national or international monetary, financial, politicalor economic conditions or currency exchange rates or foreign currency controlswhich would in CSFB's view be likely to prejudice materially the success of the Rights Issue; (c) a general moratorium on commercial banking activities inthe United Kingdom or United States by any United Kingdom, New York State orUnited States federal authority; or (d) an outbreak or escalation of hostilitiesor act of terrorism which would in CSFB's view be likely to prejudice materiallythe success of the Rights Issue. Application will be made to the UK Listing Authority for the New Ordinary Shares(nil and fully paid) to be admitted to the Official List and to the London StockExchange for the New Ordinary Shares to be admitted to trading on the LondonStock Exchange's main market for listed securities. The New Ordinary Shares will, once issued, rank equally in all respects with theExisting Ordinary Shares, including the right to receive all dividends ordistributions, declared, paid or made after their issue. THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT IS AN ADVERTISEMENT FOR THE PURPOSESOF THE PROSPECTUS RULES OF THE FINANCIAL SERVICES AUTHORITY. NO OFFER,INVITATION OR INDUCEMENT TO ACQUIRE SHARES OR OTHER SECURITIES IN THE COMPANY ISBEING MADE BY OR IN CONNECTION WITH THIS ANNOUNCEMENT. ANY OFFER, INDUCEMENT ORANNOUNCEMENT TO ACQUIRE SHARES IN THE COMPANY WILL BE MADE SOLELY BY MEANS OFTHE PROSPECTUS, WHICH IS EXPECTED TO BE PUBLISHED BY THE COMPANY DURING OCTOBER2005, AS UPDATED BY ANY SUPPLEMENTARY PROSPECTUS, AND ANY DECISION TO KEEP, BUYOR SELL SHARES IN THE COMPANY SHOULD BE MADE SOLELY ON THE BASIS OF THEINFORMATION CONTAINED IN SUCH DOCUMENT(S). The Prospectus will contain detailed information about the Rights Issue, theCompany and its management as well as financial information. Copies of theProspectus will be available from, or can be inspected at, the offices ofStringer Saul LLP, 17 Hanover Square, London W15 1HU, the registered office ofthe Company and the Document Viewing Facility, UK Listing Authority, FinancialServices Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. This announcement has been issued by the Company and is the sole responsibilityof the Company. It has been approved solely for the purposes of section 21 (2)(b) of FSMA by Credit Suisse First Boston (Europe) Limited of One Cabot Square,London, E14 4QJ. Credit Suisse First Boston (Europe) Limited, which is regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for theCompany and for no-one else in connection with the Rights Issue and listing ofthe New Ordinary Shares on the Official List and their admission to trading onthe London Stock Exchange's market for listed securities and will not beresponsible to anyone other than the Company for providing the protectionsafforded to customers of Credit Suisse First Boston (Europe) Limited or forproviding advice in relation to the Rights Issue, proposed listing or admissionto trading, the contents of this announcement or any other matter referred toherein. Persons needing advice should consult an independent financial adviser. Certainstatements made in this announcement are forward-looking statements. Thisannouncement contains certain statements that are neither reported financialresults nor other historic information. These statements are forward-lookingstatements and are subject to risks and uncertainties, as the actual futureresults may differ materially from those expressed in or implied by thestatements. Such statements may generally, but not always, be identified by theuse of words such as ''anticipates'', ''should'', ''expects'', ''estimates'', ''believes'' or similar expressions. Readers are cautioned not to place unduereliance on these forward-looking statements, which speak only as of the date ofthis announcement. SkyePharma undertakes no obligation to publicly release anyrevisions to these forward-looking statements to reflect events or circumstancesafter the date of this announcement other than as required by law or regulation. APPENDIX I DEFINITIONS "Admission" the admission of the New Ordinary Shares to (i) the Official List; and (ii) trading on the London Stock Exchange's market for listed securities becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards "Admission and Disclosure Standards" the requirements contained in the publication "Admission and Disclosure Standards" containing, inter alia, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's market for listed securities"AstraZeneca" AstraZeneca PLC "Board of Directors" or "Directors" the board of directors of SkyePharma "certificated" or "in certificated where a share or other security is not in uncertificated formform" "CFC" chlorofluorocarbon "Company" or "SkyePharma" SkyePharma PLC (registered number 107582) and/or where the context so admits one or more of its subsidiary undertakings "COPD" Chronic Obstructive Pulmonary Disease "CREST" a relevant system (as defined in the CREST Regulations) in respect of which CRESTCo is the operator (as defined in the CREST Regulations)"CRESTCo" CRESTCo Limited "CSFB" Credit Suisse First Boston (Europe) Limited of One Cabot Square, London, E14 4QJ "Existing Ordinary Shares" the existing Ordinary Shares in issue at the Record Date "FDA" the US Food and Drug Administration "FSMA" the Financial Services and Markets Act 2000, as amended "GlaxoSmithKline" GlaxoSmithKline PLC "Group" SkyePharma and its subsidiary undertakings and, where the context permits, each of them "Listing Rules" the listing rules of the UK Listing Authority made pursuant to Part VI of FSMA, as amended from time to time "London Stock Exchange" London Stock Exchange PLC "New Ordinary Shares" together the 125,627,357 new Ordinary Shares forming part of the Rights Shares "Nil Paid Rights" the Rights Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue "Official List" the Official List of the UK Listing Authority "Ordinary Shares" ordinary shares of 10 pence each in the share capital of SkyePharma "Overseas Shareholders" Qualifying Shareholders with registered addresses in, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom "Provisional Allotment Letters" renounceable provisional allotment letters to be issued to Qualifying Non-CREST Shareholders other than certain Overseas Shareholders, by the Company in respect of the Nil Paid Rights, pursuant to the Rights Issue "Prospectus" the prospectus issued by the Company in respect of the Rights Issue, together with any supplements or amendments thereto "Prospectus Rules" the prospectus rules made pursuant to Part VI of FSMA "Qualifying Shareholders" SkyePharma Shareholders on the register of members at the Record Date "Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date are held in certificated form "Record Date" the record date for the Rights Issue, to be set out in the Prospectus "the Rights Issue" the rights issue of 125,627,357 New Ordinary Shares "the Rights Price" 30 pence per New Ordinary Share "Rights Shares" the 125,627,357 New Ordinary Shares to be offered to Qualifying Shareholders by way of rights "Securities Act" The US Securities Act of 1933, as amended "Shareholders" the registered holders of Ordinary Shares "sterling" or "£" the lawful currency for the time being in the UK "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "UK Listing Authority" or "UKLA" the Financial Services Authority in its capacity as competent authority under FSMA "uncertificated" or "in recorded on the relevant register of the share or securityuncertificated form" concerned as being in uncertificated form in CREST and title to which may be transferred by means of CREST "the Underwriting Agreement" the conditional agreement dated 28 September 2005 between CSFB and the Company relating to the underwriting of the Rights Issue "the Underwriter" Credit Suisse First Boston (Europe) Limited, One Cabot Square, London E14 4QJ "US" or "United States" the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia, and all other areas subject to its jurisdiction "US person" Means a US person as defined under Regulation S of the Securities Act For the purposes of this announcement, "subsidiary" and "subsidiary undertaking"have the meanings given by the Companies Act. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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