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NOT INTENDED TO PROMOTE THE SALE OF ANY SECURITIES, AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF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 IS 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") published by Circassia Pharmaceuticals plc (the "Company" or "Circassia") 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 shortly 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

Publication of Prospectus

Further to the pricing announcement published earlier today in connection with the initial public offering ("IPO" or "Offer") of Circassia Pharmaceuticals plc (the "Company" or "Circassia"), Circassia confirms that its prospectus dated 13 March 2014 (the "Prospectus") has been approved by the UK Listing Authority.

The Prospectus relates to the admission of the Company's ordinary shares to the premium listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange.

Further details of the Company's proposed IPO are set out in the Prospectus, which will shortly be available on the Company's website (http://www.circassia.co.uk/) or can be inspected at its registered office: Magdalen Centre, Robert Robinson Avenue, The Oxford Science Park, Oxford OX4 4GA, United Kingdom.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Enquiries:

For further information please contact:

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.

Any purchase of Ordinary Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus 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 are set out in the Prospectus. 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.

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.