Schedule 1 update - Sinclair Pharma plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

SINCLAIR PHARMA PLC

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Whitfield Court, 30-32 Whitfield Street, London, W1T 2QR

COUNTRY OF INCORPORATION:

UK

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

WWW.SINCLAIRISPHARMA.COM

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

INTERNATIONAL SPECIALTY PHARMACEUTICAL COMPANY WITH MAIN COUNTRIES OF OPERATION IN UK, FRANCE, GERMANY, ITALY AND SPAIN.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

380,814,243 ORDINARY SHARES OF 1 PENCE EACH AT AN ISSUE PRICE OF c. 30-35 pence

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

CAPITAL TO BE RAISED - N/A

MARKET CAPITALISATION - £115 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

2.7%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

SECONDARY LISTING ON EURONEXT, PARIS

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors:

JOHN GREGORY (Non-Executive Chairman)

GRAHAME COOK (Non-Executive Director)

JEAN-CHARLES TSCHUDIN (Non-Executive Director)

TIMOTHY WRIGHT (Non-Executive Director)

CHRISTOPHER SPOONER (Chief Executive Officer)

CHRISTOPHE FOUCHER (Chief Operating Officer)

MATTHEW HALL (Chief Financial Officer)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(I) 30 JUNE

(II) 30 JUNE

(III) 31 DECEMBER 2011 (annual report & accounts)

(IV) 31 MARCH 2011 (half yearly report)

(V) 31 DECEMBER 2012 (annual report & accounts)

EXPECTED ADMISSION DATE:

6 JUNE 2011

NAME AND ADDRESS OF NOMINATED ADVISER:

SINGER CAPITAL MARKETS LTD, 1 HANOVER STREET, LONDON, W1S 1YZ

NAME AND ADDRESS OF BROKER:

SINGER CAPITAL MARKETS LTD, 1 HANOVER STREET, LONDON, W1S 1YZ

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A PROSPECTUS IN PLACE OF AN ADMISSION DOCUMENT IS AVAILABLE FROM WWW.SINCLAIRISPHARMA.COM. THIS DOCUMENT CONTAINS FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES

DATE OF NOTIFICATION:

27 May 2011

NEW/ UPDATE:

UPDATE

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

MAIN MARKET OF THE LONDON STOCK EXCHANGE (THE OFFICIAL LIST)

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

16 APRIL 2007

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

CONFIRMED

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

WWW.SINCLAIRISPHARMA.COM

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

INTERNATIONAL SPECIALTY PHARMACEUTICAL COMPANY

Sinclair's current strategy is set out below.

To pursue the specialty pharma model, specifically the use of small sales forces to target specialist customer bases within the hospital environment and in other specialist settings i.e. dermatologists

Focus on a proprietary sales and local operations presence in the following major European markets, France, Germany, Italy and Spain. This strategy is coupled with the selection of key product distribution arrangements in Western Europe and the US. Outside of Europe, there is a focus on the creation of long-term multi-country, multi-product partnerships for the emerging markets. The Directors believe this commercial structure allows Sinclair Pharma plc to leverage its product portfolio and pipeline while minimising corporate complexity whilst also providing an attractive opportunity for other pharma companies seeking to license or sell specialist pharma products and technologies.

Increase revenue through organic growth from existing brands coupled with in-licensing and/or acquisitions and the marketing of late-stage development of products or moderate risk technologies.

To reduce absolute spend on non-revenue generating overheads in favour of focusing and increasing marketing and late-stage product development spend as a proportion of sales.

Improve gross margins by improving manufacturing efficiencies, product mix and through pricing strategy.

Focus on in-house CRO moderate technology product development with a focus on medical devices.

Following completion of the merger with IS Pharma, the enlarged group will continue to pursue it's existing strategy, however, it will benefit from a proprietary sales operation in UK/Ireland and therefore cover the top five European markets, enhancing the Group's attractiveness as a licensing partner.

The Group will also seek to capitalise on the benefits arising from the sales and marketing distribution synergies for Sinclair Pharma plc's product portfolio in the UK as well as the progressive bringing back into Sinclair Pharma plc of IS Pharma's existing European distribution agreements.

Product development focus will also extend beyond dermatology to include certain line extensions and new developments of the existing hospital product portfolio.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

ACQUISITION OF IS PHARMA PLC (AIM QUOTED) EFFECTED ON 23 MAY 2011 VIA A SHARE FOR SHARE OFFER OF 2.6868 SINCLAIR PHARMA PLC SHARES FOR EVERY 1 IS PHARMA PLC SHARE. THIS EQUATES TO A CONSIDERATION OF £45.6m

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

N/A

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

CREST

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

WWW.SINCLAIRISPHARMA.COM

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

N/A

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

http://www.sinclairispharma.com/annual-interim-reports.html

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

N/A