Last checked at 15 Dec 2009 15:12
Correction to the Form of Proxy for Holders of Ordinary Shares, Form of Direction - Share Incentive Plan 2007 and Form of Direction to Exercise Voting Rights - General Meeting, each dated 3 December 2009
Phytopharm plc (the "Company")
In the summaries of the resolutions to be voted on at the general meeting of the Company at 11.00am on 29 December 2009 at the offices of KBC Peel Hunt Ltd, 111 Old Broad Street, London EC2N 1PH, it has been noted that in the Form of Proxy for Holders of Ordinary Shares, Form of Direction - Share Incentive Plan 2007 and Form of Direction to Exercise Voting Rights - General Meeting dated 3 December 2009 (the "Forms"), the summary of resolution 2 refers to shares being issued to an aggregate nominal value of £25,212,904.20 rather than £2,521,290.42; and the summary of resolution 4 refers to a subscription price of £0.01 rather than £0.10. All other details in the Forms and all details in the notice of general meeting remain unchanged.
The full text of each of these amended resolution summaries is set out below: "2. To authorise the Directors for the purposes of section 551 of the Act to exercise all the powers of the Company to allot and grant rights to subscribe for or to convert securities into shares of the Company up to an aggregate nominal amount of £2,521,290.42 pursuant to or in connection with the Placing and Open Offer." "4. To approve the issue of Ordinary Shares pursuant to the Placing and Open Offer at a subscription price of £0.10 each (representing a discount of approximately 33.3 per cent. to the closing middle market price for an Ordinary Share for the business day immediately preceding the date on which the Company announced such price)."
| For further information contact: | |
| Phytopharm plc | Tel: +44 (0)1480 437 697 |
| Sandy Morrison (Acting CEO) Keith Thomson (Interim COO) Alistair Taylor (Non-executive Chairman) | |
| KBC Peel Hunt Ltd (Sponsor, Broker & Underwriter) | Tel: +44 (0)20 7418 8900 |
| Capel Irwin / Matt Goode (Corporate Finance) Marianne Woods / Dan Webster (Corporate Broking) | |
Notes:
Phytopharm is listed on the Official List of the London Stock Exchange. Further information on Phytopharm is available from the Company's website www.phytopharm.com.
KBC Peel Hunt Ltd, which is regulated by the FSA, is acting as Sponsor, Broker and Underwriter for the Company and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to clients of KBC Peel Hunt Ltd or for providing advice in relation to the Placing and Open Offer, Admission or any other arrangements referred to herein.
This announcement has been issued by, and is the sole responsibility of, Phytopharm. Apart from the responsibilities and liabilities, if any, which may be imposed by FSMA, KBC Peel Hunt Ltd nor any of its affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings or any of its respective directors, officers, employees or advisers or any other person accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for or in respect of the contents of this announcement or as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and, without prejudice to the generality of the foregoing, no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.
This announcement does not constitute an offer to sell or an invitation or solicitation to purchase or subscribe for any securities. The Placing and Open Offer will be made solely by the Prospectus which will contain the full terms and conditions of the Placing and Open Offer, including details of how the Placing and Open Offer may be accepted. Any acceptance or other response in relation to the Placing and Open Offer should be made only on the basis of the information contained in the Prospectus.
Any New Ordinary Shares issued or to be issued pursuant to the Prospectus have not been and will not be registered under the US Securities Act, or any relevant securities laws of any state of the United States. Subject to certain exceptions, such New Ordinary Shares may not be offered, sold or delivered in the United States or to or for the account or benefit of U.S. persons, as such terms are defined in Regulation S under the US Securities Act.
Definitions:
The following definitions apply throughout this announcement, unless the context requires otherwise:
| "Admission" | the admission of the New Ordinary Shares (i) to the Official List and (ii) to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with, respectively LR 3.2.7G of the Listing Rules and paragraph 2.1 of the Admission and Disclosure Standards |
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| "Admission and Disclosure Standards" | the requirements contained in the publication dated 7 September 2009 |
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| "Existing Ordinary Shares" | the 94,548,381 existing ordinary shares of 1 pence each in nominal value in the capital of the Company as at 3 December 2009 |
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| "Financial Services Authority"or "FSA" | the UK Financial Services Authority |
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| "FSMA" | the Financial Services and Markets Act 2000 (as amended) and all regulations promulgated thereunder from time to time |
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| "Listing Rules" | the listing rules made by the FSA in exercise of its function as competent authority pursuant to Part VI of FSMA |
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| "London Stock Exchange" | London Stock Exchange plc |
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| "New Ordinary Shares" | the 252,129,042 new Ordinary Shares of 1p each in nominal value in the capital of the Company proposed to be issued under the Placing and Open Offer |
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| "Official List" | the Official List of the FSA |
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| "Open Offer" | the conditional invitation to Qualifying Shareholders to apply for up to 252,129,042 New Ordinary Shares at the Offer Price on a pre-emptive basis |
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| "Ordinary Share" | ordinary shares in the capital of the Company from time to time |
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| "Overseas Shareholders" | Qualifying Shareholders who have registered addresses outside the United Kingdom |
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| "Placing" | the conditional placing by KBC Peel Hunt of 172,090,285 New Ordinary Shares, subject to clawback pursuant to the Open Offer, on behalf of the Company on the terms and subject to the conditions contained in the Placing Agreement |
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| "Placing Agreement" | the placing and open offer agreement dated 3 December 2009 between KBC Peel Hunt and the Company relating to the Placing and Open Offer |
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| "Prospectus" | the prospectus in relation to the Placing and Open Offer dated 3 December 2009 |
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| "Qualifying Shareholders" | holders of Existing Ordinary Shares on the register of members of the Company on the Record Date (other than certain Overseas Shareholders) |
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| "Record Date" | 30 November 2009 |
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| "Shareholder" | a holder of Existing Ordinary Shares(s) |
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| "US", "USA" 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 |
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| "US Securities Act" | the United States Securities Act of 1933, as amended |
All references to "pounds", "pounds sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.