Statement re AGM and commencement of offer period

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 OR REGULATIONS OF THAT JURISDICTION

Sinclair IS Pharma plc ("Sinclair" or "the Company")

AGM Statement, trading update, announcement of strategic review and commencement of offer period.

Grahame Cook, Chairman of Sinclair, will make the following statement at the Company's AGM which will be held later today.

Sinclair has a market leading aesthetics dermatology portfolio. We also have a significant product pipeline which includes Flammacerium that has already been granted orphan drug status in the United States. The Board of Sinclair believes the portfolio has significant and sustainable growth potential across the world.

The Board of Sinclair is pleased to report that the Company continues to trade well and in line with the Board's expectations.

The Board believes that industry recognition of the Company's growth prospects explains the significant attention the Company is receiving from a number of international companies, many of which are interested in some form of, co-operation, including: (co)-promotion; licensing of products; repatriation of distribution agreements; development collaborations; and merger and acquisition opportunities.

As a result of the deliberation process arising out of these opportunities, the Board recognises that there may be organisations better placed to build on the successes to date.

Accordingly, the Board has decided to appoint Rothschild to assist it in evaluating the optimum way to realise the considerable value in the Company which may, or may not, include the sale of all or part of the Company. The Board believes that Sinclair has a secure future as an independent business and will only engage with those willing to recognise and support the Company's significant growth potential.

The UK Takeover Panel ("the Panel") has agreed that any such discussions with third parties may be conducted within the framework set out in Note 2 on Rule 2.6 of the Takeover Code (the "Code"). The Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in discussions with Sinclair.

Enquiries:

Sinclair IS Pharma plc Tel: +44 (0) 20 7467 6920

Chris Spooner, Chief Executive Officer

Financial Adviser

Rothschild Tel: +44 (0) 20 7280 5000

Dominic Hollamby

Julian Hudson

NOMAD and broker

Peel Hunt LLP Tel: +44 (0) 20 7418 8900

James Steel

Clare Terlouw

A copy of this announcement will be available at http://www.sinclairispharma.com

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Sinclair and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Sinclair for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Peel Hunt LLP, which is authorised and regulated by the Financial Conduct Authority is acting exclusively for Sinclair and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Sinclair for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

In accordance with Rule 2.10 of the Code, Sinclair confirms that as at the close of business on 24 November 2014 its issued share capital consisted of 497,414,773 ordinary shares of 1 pence each .

The International Securities Identification Number for Sinclair's ordinary shares is GB0033856740.