CIR.L Regulatory News (CIR)

NOT INTENDED TO PROMOTE THE SALE OF ANY SECURITIES, AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Circassia Pharmaceuticals plc (the "Company" or "Circassia") in due course in connection with the offer of its ordinary shares (the "Ordinary Shares") and the proposed admission of the Ordinary Shares to the premium listing segment of the Official List of the UK Listing Authority ("Official List") and to trading on the main market for listed securities (the "Main Market") of the London Stock Exchange plc (the "London Stock Exchange"). Copies of the Prospectus will, following publication, be available from http://www.circassia.co.uk/, subject to applicable securities laws, and at the Company's registered office.

13 March 2014

Circassia Pharmaceuticals plc

Initial Public Offering - Announcement of Offer Price 

Offer Price Set at 310 Pence per Ordinary Share

Circassia Pharmaceuticals plc ("Circassia" or the "Company") today announces the successful pricing of its initial public offering (the "Offer").

· The offer price has been set at 310 pence per Ordinary Share (the "Offer Price")

· Based on the Offer Price, the total market capitalisation of Circassia at the commencement of conditional dealings will be approximately £581 million

· The Offer comprises 64,516,129 Ordinary Shares to be issued by the Company (prior to any exercise of the over-allotment option) and 2,903,227 existing Ordinary Shares to be sold by the Selling Shareholders

· Total gross proceeds raised by the Company are expected to be approximately £200 million (prior to any exercise of the over-allotment option). Total gross proceeds received by the Selling Shareholders are expected to be approximately £9 million

· Conditional dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00am today under the ticker CIR. (ISIN: GB00BJVD3B28)

· Admission to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange, and the commencement of unconditional dealings are expected to take place at 8.00am on 18 March 2014. At Admission, the Company will have 187,422,379 Ordinary Shares in issue

· As stabilising manager on behalf of the syndicate, J.P. Morgan Cazenove has been granted an over-allotment option, exercisable no later than thirty days from today, by the Company over up to a maximum of 10,112,903 Ordinary Shares, representing 15% of the Ordinary Shares in the Offer

· The Company (six months), Imperial Innovations (six months), Lansdowne Partners (six months), Invesco Asset Management (six months) (the "Locked-up Shareholders") and the Directors (12 months) have committed to lock-up arrangements following Admission, subject to certain customary exceptions

· In relation to the Offer, J.P. Morgan Securities plc (which conducts its UK investment banking activities as "J.P. Morgan Cazenove") is acting as Sole Global Co-ordinator, Sole Sponsor and Joint Bookrunner; Peel Hunt LLP ("Peel Hunt") is acting as a Joint Bookrunner; and Canaccord Genuity Limited ("Canaccord Genuity") and Shore Capital Stockbrokers Limited ("Shore Capital") are acting as Co-Managers

Steven Harris, Chief Executive Officer of Circassia, said:

"This is a milestone achievement in Circassia's history which demonstrates the significant progress we have delivered over the past seven years. We are extremely proud to have raised £200 million, thanks to support from new and existing investors, which we believe to be the biggest ever biotech fundraising at IPO in the UK market.

"We have been met with an enthusiastic response from investors across the UK, US and EU who have recognised the significant potential of our product portfolio and platform technology. As a result, we now have funds to bring Cat-SPIRE to market; the first of a new generation of allergy immunotherapy products that have the potential to overcome the limitations of current treatments.

"In so doing, we are determined to build a world-class specialty biopharmaceutical company based on British science."

Enquiries:

For further information please contact:

Notes to Editors

Except where the context otherwise requires, defined terms used in these notes to editors have the meanings given to such terms in the Prospectus to be published by Circassia and expected to be dated 13 March 2014.

Expected timetable of principal events

Each of the times and dates in the above timetable is subject to change. References to times are to London time unless otherwise stated. Temporary documents of title will not be issued.

It should be noted that, if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned.

Offer Statistics 

Forward looking statements

Save as required by law, or by the Listing Rules, the Prospectus Rules or the Disclosure Rules and the Transparency Rules of the FCA, Circassia and each of J.P. Morgan Cazenove, Peel Hunt, Canaccord Genuity and Shore Capital and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

Important notice

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Ordinary Shares or any other securities, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever therefor.

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement is not an offer of securities for sale, or a solicitation of an offer to purchase securities in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, qualified investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (ii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with such persons. This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not qualified investors.

This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published by Circassia in due course in connection with the proposed admission of its Ordinary Shares to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange. Copies of the Prospectus will, following publication, be available from http://www.circassia.co.uk/, subject to applicable securities laws, and at the Company's registered office.

Any purchase of Ordinary Shares in the proposed Offer should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Offer. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus when published. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement does not constitute a recommendation concerning the Offer. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus, when published. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. There is no guarantee that Admission will occur and you should not base your financial decisions on Circassia's intentions in relation to Admission at this stage. Potential investors should consult a professional advisor as to the suitability of the Offer for the entity concerned.

J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom, and Peel Hunt, Canaccord Genuity and Shore Capital, each of which is authorised and regulated by the FCA in the United Kingdom, are acting exclusively for Circassia and no-one else in connection with the Offer, will not regard any other person as their respective client in relation to the Offer, and will not be responsible to anyone other than Circassia for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, advice in relation to Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offer, each of J.P. Morgan Cazenove, Peel Hunt, Canaccord Genuity and Shore Capital and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in the Ordinary Shares, any other securities of Circassia or other related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, sold, purchased or otherwise dealt with should be read as including any issue, offer or sale to, or subscription, purchase or dealing by, J.P. Morgan Cazenove, Peel Hunt, Canaccord Genuity and Shore Capital or any of them or any of their respective affiliates acting as an investor for their own account(s). J.P. Morgan Cazenove, Peel Hunt, Canaccord Genuity and Shore Capital and their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, Peel Hunt, Canaccord Genuity or Shore Capital or any of them by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of J.P. Morgan Cazenove, Peel Hunt, Canaccord Genuity or Shore Capital , nor any of their respective affiliates accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy or completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares, the Selling Shareholders or the Offer, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of J.P. Morgan Cazenove, Peel Hunt, Canaccord Genuity, Shore Capital and their respective affiliates accordingly disclaims 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.

In connection with the Offer, J.P. Morgan Cazenove (the "Stabilising Manager"), or any of its agents or affiliates, may (but will be under no obligation to), to the extent permitted by applicable law, overallot Ordinary Shares up to a maximum of 15 per cent. of the total number of Ordinary Shares comprising the Offer or effect other transactions with a view to supporting, stabilizing or maintaining the market price of the Ordinary Shares at a level which might not otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents or affiliates to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents or affiliates intends to disclose the extent of any over-allotments of Ordinary Shares made or stabilisation transactions conducted in relation to the Offer.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.