Ixico Regulatory News (IXI)

2 Feb 2005 07:01

Phytopharm PLC02 February 2005 EMBARGOED UNTIL 7.00 a.m. 2 February 2005 Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of Ireland Phytopharm plc UK Placing, US Private Placement and Open Offer to raise £ 23.9 million Phytopharm plc (LSE: PYM) ("Phytopharm") announces today that it proposes toraise approximately £23.9 million (approximately £21.6 million net of expenses)through a UK Placing, US Private Placement and Open Offer comprising anaggregate of 13,261,446 New Ordinary Shares at the Issue Price of 180p per NewOrdinary Share. Qualifying Shareholders have the right to subscribe for theirpro rata entitlement in accordance with the terms of the Open Offer. The IssuePrice of 180p per New Ordinary Share represents a discount of 15p (7.7 percent.) to the closing middle market price of 195p per Ordinary Share trading onthe London Stock Exchange on 1 February 2005. This is a significant equity fundraising for the Company and the New OrdinaryShares to be issued pursuant to the Offering represent an increase of 30.8 percent. in the issued share capital of the Company. Canaccord has agreed to underwrite the UK Placing, comprising an aggregate of11,178,206 New Ordinary Shares, on the terms and conditions set out in the UKPlacing Agreement. The US Private Placement, comprising an aggregate of2,083,240 New Ordinary Shares, has been conditionally subscribed for by certaininstitutional investors pursuant to the terms and conditions of the USSubscription Agreement but is not underwritten. The Offering is conditional, amongst other things, on the passing of theResolution to be proposed at the Extraordinary General Meeting to be held on 25February 2005. The Company plans to use the proceeds of the Offering, together with itsexisting funds, to further develop and exploit the potential of the productcandidates in its pipeline, and resources permitting, to expand its pipeline asand when opportunities arise. The additional financial strength resulting fromthe Offering will also enhance the Company's ability to negotiate morefavourable terms when out-licensing. The specific areas to which funds will be applied include those listed below: • completing the PYM50028 Phase IIa clinical trial in Alzheimer's diseaseand progressing development in preparation for a Phase IIb clinical trial, whileseeking an additional licensing partner in new territories; • initiating and progressing a PYM50028 Phase IIa clinical trial inParkinson's disease, while seeking a licensing partner; • initiating and progressing a PYM50018 Phase Ib clinical trial and a PhaseII clinical trial in motor neurone disease; and • developing lead candidates in the metabolic disease, asthma and eczemaprograms. Commenting, Dr. Richard Dixey, CEO of Phytopharm, said: "This is a significant fund raising for Phytopharm and provides the capitalrequired to further develop the Company's pipeline and to negotiate licenses onthe most favourable terms for shareholders." Timetable of principal events 2005Record Date for entitlement under the Open Offer 31 JanuaryLatest time and date for splitting Application Forms 3.00 p.m. on 21(to satisfy bona fide market claims only) FebruaryLatest time and date for receipt of Forms of Proxy for the EGM and AGM 9.00 a.m. on 23 FebruaryLatest time and date for receipt of Application Forms and 3.00 p.m. 23payment in full under the Open Offer FebruaryAnnual General Meeting 9.00 a.m. on 25 FebruaryExtraordinary General Meeting 9.15 a.m. on 25 FebruaryAdmission and commencement of dealings in the New Ordinary Shares 8.00 a.m. on 28 FebruaryNew Ordinary Shares in uncertificated form expected 28 Februaryto be credited to CREST accountsDefinitive certificates for New Ordinary Shares in certificated form expected to be By 4 Marchdespatched This summary should be read in conjunction with the full text of thisannouncement. For further information: Phytopharm plc +44 (0) 1480 437697Dr Richard Dixey, Chief ExecutiveDr Wang Chong, Chief Financial Officer Rothschild + 44 (0) 20 7280 5000Dominic Hollamby Canaccord +44 (0) 20 7518 2777Mark AshurstDr Stephen Rowntree Media Enquiries: Financial Dynamics +44 (0) 20 7831 3113David YatesBen Atwell Rothschild, which is regulated by the Financial Services Authority, is acting asco-Sponsor and financial adviser to Phytopharm plc and no one else in relationto the Offering and is not advising any other person or treating any otherperson as its client in relation thereto, and will not be responsible to anyperson other than Phytopharm plc for providing the protections afforded to itsclients nor for providing advice in relation to the Offering nor any othermatter referred to in this document. Canaccord, which is regulated by the Financial Services Authority, is acting asco-Sponsor, underwriter and stock broker to Phytopharm plc and no one else inrelation to the Offering and is not advising any other person or treating anyother person as its client in relation thereto, and will not be responsible toany other person other than Phytopharm plc for providing the protectionsafforded to its clients nor for providing advice in relation to the Offering norany other matter referred to in this document. The New Ordinary Shares have not been registered under the US Securities Act,under the securities laws of any state of the United States or under applicablesecurities laws of Canada, Australia, the Republic of Ireland, or Japan.Accordingly, unless an exemption under any applicable law is available, the NewOrdinary Shares may not be offered, sold, transferred, taken up or delivered,directly or indirectly, in the United States, Canada, Australia, the Republic ofIreland or Japan or any other country outside the United Kingdom where suchdistribution may otherwise lead to a breach of any law or regulatoryrequirement. The Open Offer is not being made, directly or indirectly, in orinto, and will not be capable of acceptance in or from the United States,Canada, Australia, the Republic of Ireland or Japan and doing so may renderinvalid any purported acceptance. Accordingly, neither this announcement, theProspectus nor the Acceptance Form are being, and they must not be, issued,mailed, distributed or otherwise transmitted in, into or from the United States,Canada, Australia, the Republic of Ireland or Japan unless Phytopharm in itssole discretion determines otherwise. The parts of this announcement thatdescribe the US Private Placement are included herein for information purposesonly. The New Ordinary Shares acquired in the US Private Placement will besubject to restrictions on transfer and, with certain exceptions, may not be(and are not hereby being) reoffered or resold within the United States. These written materials are not for distribution in the United States. Thesewritten materials are not an offer of securities for sale in the United States.Securities may not be offered or sold in the United States absent registrationunder the US Securities Act or an exemption therefrom. Phytopharm has not anddoes not intend to register any of the New Ordinary Shares under the USSecurities Act. The New Ordinary Shares will not be offered or sold to thepublic in the United States. This announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business achievements/performance of Phytopharm and certain of the plans and objectives of managementof Phytopharm with respect thereto. These statements may generally, but notalways, be identified by the use of words such as "should", "expects", "estimates", "believes" or similar expressions. This announcement also containsforward-looking statements attributed to certain third parties relating to theirestimates regarding the growth of markets and demand for products. By theirnature, forward-looking statements involve risk and uncertainty because theyreflect Phytopharm's current expectations and assumptions as to future eventsand circumstances that may not prove accurate: a number of factors could causePhytopharm's actual financial condition, results of operations and businessachievements/performance to differ materially from the estimates made or impliedin such forward-looking statements. EMBARGOED UNTIL 7.00 a.m. 2 February 2005 Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of Ireland Phytopharm plc UK Placing, US Private Placement and Open Offer to raise £ 23.9 million Phytopharm plc (LSE: PYM) ("Phytopharm") announces today that it proposes toraise approximately £23.9 million (approximately £21.6 million net of expenses)through a UK Placing, US Private Placement and Open Offer comprising anaggregate of 13,261,446 New Ordinary Shares at the Issue Price of 180p per NewOrdinary Share. Qualifying Shareholders have the right to subscribe for theirpro rata entitlement in accordance with the terms of the Open Offer. The IssuePrice of 180p per New Ordinary Share represents a discount of 15p (7.7 percent.) to the closing middle market price of 195p per Ordinary Share trading onthe London Stock Exchange on 1 February 2005. This is a significant equity fundraising for the Company and the New OrdinaryShares to be issued pursuant to the Offering represent an increase of 30.8 percent. in the issued share capital of the Company. Canaccord has agreed to underwrite the UK Placing, comprising an aggregate of11,178,206 New Ordinary Shares, on the terms and conditions set out in the UKPlacing Agreement. The US Private Placement, comprising an aggregate of2,083,240 New Ordinary Shares, has been conditionally subscribed for by certaininstitutional investors pursuant to the terms and conditions of the USSubscription Agreement but is not underwritten. The Offering is conditional, amongst other things, on the passing of theResolution to be proposed at the Extraordinary General Meeting to be held on 25February 2005. Information on Phytopharm Phytopharm is a pharmaceutical company engaged principally in the research anddevelopment of pharmaceutical and functional food products based on clinicaldata generated from medicinal plant extracts. The Company is currentlyconducting research and development on novel pharmaceutical and functional foodproducts within four disease areas: • The neurodegeneration programs focus on Alzheimer's disease,Parkinson's disease and motor neurone disease, including amyotrophic lateralsclerosis (Lou Gehrig's disease). • The obesity and metabolic disease programs are focused on thedietary control of obesity and metabolic disease. • The dermatology programs are for human eczema and canine skinallergies. • The inflammation programs are directed towards asthma and caninejoint disorders. Phytopharm has two marketed products, PhytopicaTM and ZanthofenTM, and twoproducts in development, PYM50028 (CoganeTM) and Hoodia gordonii extract, thatare generating revenues. Phytopharm receives milestone and other payments inrespect of these two products in development, however, both were licensedrelatively recently - CoganeTM in May 2003 and the Hoodia gordonii extract inDecember 2004 - hence the revenues received to date have been relatively modest. The Company was listed on the London Stock Exchange in 1996. Current Trading and Prospects The Company published its results for the year ended 31 August 2004 on 26January 2005, which are reproduced in part 5 of the Prospectus. As at 31 August2004 Phytopharm had £5,431,160 in cash and as cash held on deposit as short terminvestments. Since that date, the Company has continued to incur losses andutilise cash resources, in line with Directors' expectations, as it continues toincur expenditures to progress the development of its product candidates andearly stage programs. On 15 December 2004, Phytopharm announced that it had granted an exclusiveglobal licence to its Hoodia gordonii extract to Unilever. As part of theagreement, Unilever has committed to payments totalling approximately £6.5million out of a potential total of up to £21 million in payments to Phytopharm.In addition, Phytopharm will receive an undisclosed royalty on sales of allproducts containing the extract. Unilever will also manage the agronomyprogramme and will support the international patent programme for the products. The Directors expect that losses and cash outflows will continue for a number ofyears. However, the Directors believe that this fundraising will place theCompany in a stronger position to continue the development of the business andto commercialise its products through licensees, leading to revenue generationwith a view to building a profitable company in the medium term. Reasons for the Offering and Use of Proceeds Phytopharm plans to use the proceeds of the Offering, together with its existingfunds, to further develop and exploit the potential of the product candidates inits pipeline, and resources permitting, to expand its pipeline as and whenopportunities arise. The additional financial strength resulting from theOffering will also enhance the Company's ability to negotiate more favourableterms when out-licensing. The specific areas to which funds will be applied include those listed below,however, these plans may change over time as a result of regular portfolioreviews undertaken by the Company: • completing the PYM50028 Phase IIa clinical trial in Alzheimer'sdisease and progressing development in preparation for a Phase IIb clinicaltrial, while seeking a licensing partner; • initiating and progressing a PYM50028 Phase IIa clinical trial inParkinson's disease, while seeking a licensing partner; • initiating and progressing a PYM50018 Phase Ib clinical trial and aPhase II clinical trial in motor neurone disease; and • developing lead candidates in the metabolic disease, asthma andeczema programs. The net proceeds of the Offering are expected to be approximately £21.6 million.The Directors currently estimate that all of the proceeds will be invested inthe development of the programs currently in clinical and preclinicaldevelopment, as detailed above. Details of the UK Placing, US Private Placement and Open Offer The Company is proposing to raise approximately £23.9 million (approximately£21.6 million after expenses of the Offering) by the issue of 13,261,446 NewOrdinary Shares at the Issue Price. This issue comprises: • 2,607,989 New Ordinary Shares, in aggregate, which have beenplaced firm under the UK Placing and/or the US Private Placement; and • 10,653,457 New Ordinary Shares, in aggregate, which have beenplaced under the UK Placing and the US Private Placement subject to clawback tosatisfy valid applications by Qualifying Shareholders under the Open Offer. Invesco Asset Management Limited, the manager of a fund of Amvescap plc, whichas at the date of this document directly or indirectly controls 12,207,244Existing Ordinary Shares (which represents 28.32 per cent. of the issued sharecapital of the Company at the date of this announcement), has undertaken to theCompany, Canaccord and Rothschild that, subject to all the New Ordinary Sharesbeing issued, it will, under the Open Offer, take up Amvescap plc's pro rataentitlement to the aggregate number of New Ordinary Shares issued pursuant tothe Offering and to vote in favour of the Resolution and the other resolutionsbeing proposed at the EGM. Therefore, on the basis of all the New OrdinaryShares being fully paid and issued pursuant the Offering, Invesco AssetManagement Limited would take up approximately 3,756,075 New Ordinary Sharesunder the Open Offer (which represents 28.32 per cent. of the New OrdinaryShares). The 2,607,989 New Ordinary Shares which are being placed firm are the subject ofirrevocable undertakings which the Company, Rothschild and Canaccord havereceived from certain Qualifying Shareholders not to take up any of theirentitlements under the Open Offer. Accordingly, the Firm Placed Shares are beingplaced firm at the Issue Price with institutional and other investors under theUK Placing and/or the US Private Placement subject to the UK Placing Agreementand the US Subscription Agreement becoming unconditional. Under the UK Placing Agreement, Canaccord has agreed, subject to conditions, touse its reasonable endeavours to procure subscribers for 11,178,206 New OrdinaryShares at the Issue Price. To the extent that it fails to procure subscribersfor such New Ordinary Shares, and unless those New Ordinary Shares are taken upby Qualifying Shareholders under the Open Offer, Canaccord will subscribe at theIssue Price for such New Ordinary Shares. Under the US Subscription Agreement, certain investors have, subject toconditions, entered into binding commitments to subscribe for, in aggregate,2,083,240 New Ordinary Shares at the Issue Price. The US Private Placement isnot being underwritten. Qualifying Shareholders will be given the opportunity under the Open Offer toapply for the Open Offer Shares at the Issue Price pro rata to their holdings ofExisting Ordinary Shares at the close of business on the Record Date on thefollowing basis: 4 New Ordinary Shares for every 13 Existing Ordinary Shares The UK Placing and the Open Offer are conditional, amongst other things, uponthe UK Placing Agreement becoming or being declared unconditional in allrespects by 8.00 a.m. on 28 February 2005 and not having been terminated inaccordance with its terms. The UK Placing Agreement is conditional, amongstother things, on not having been terminated in accordance with its terms, thepassing of the Resolution and the admission of the UK Placing Shares to theOfficial List and to trading on the London Stock Exchange. The US Subscription Agreement is conditional, amongst other things, on theconditions in the UK Placing Agreement having been fulfilled and not having beenterminated in accordance with its terms and Admission of the Private PlacementShares to the Official List and to trading on the London Stock Exchange becomingeffective. The Private Placement Shares to be issued pursuant to the USSubscription Agreement have not been registered under US securities laws and arebeing issued pursuant to an exemption from such registration. Accordingly,subject to certain conditions, they may not be offered, sold, assigned, pledged,transferred or otherwise disposed of in the United States or otherwise depositedinto the Company's ADR facility by the purchasers in the US Private Placement.In addition, from the date of this announcement through the 40th day thereafter(which is 14 March 2005), The Bank of New York, as depository for the Company'sADR facility, will not accept deposits of any Ordinary Shares in the facility. If the above-mentioned conditions are not fulfilled or, if capable of waiver,waived, on or before the relevant time and date specified in the UK PlacingAgreement and the US Subscription Agreement, the Open Offer will lapse andapplication monies under the Open Offer will be refunded to the applicants bycheque (at the applicant's risk) without interest within 14 days thereafter. The New Ordinary Shares will, when issued and fully paid, rank pari passu in allrespects with the Existing Ordinary Shares. Application has been made to theUKLA for the New Ordinary Shares to be admitted to the Official List.Application has also been made to the London Stock Exchange for the New OrdinaryShares to be admitted to trading on its market for listed securities. It isexpected that admission to listing of such securities will become effective anddealings on the London Stock Exchange will commence on 28 February 2005. Qualifying Shareholders will receive with the Prospectus an Application Formcontaining details of their entitlements to subscribe for the Open Offer Shares.The terms of the Open Offer provide that Qualifying Shareholders may make avalid application for any number of Open Offer Shares up to and including theirpro rata entitlements as shown on the Application Form. Qualifying Shareholders should be aware that the Open Offer is not a rightsissue and that entitlements to Open Offer Shares which they do not take up underthe Open Offer will not be sold in the market for their benefit. Instead, theNew Ordinary Shares relating to that entitlement will be placed under the UKPlacing or the US Private Placement. Recommendation The Board, which has received advice from Rothschild in relation to theOffering, considers that the UK Placing, the US Private Placement and the OpenOffer are in the best interests of Shareholders as a whole. In providing adviceto the Board, Rothschild has taken into account the Directors' commercialassessments of the Offering and the Company's current and future fundingrequirements. Accordingly, the Directors unanimously recommend that Shareholders vote infavour of the resolutions to be proposed at the Extraordinary General Meeting,as they intend to do in respect of their own beneficial shareholdings, whichamount to 8,485,130 Ordinary Shares (which represents approximately 19.69 percent. of the current issued share capital of Phytopharm and which includes the7,932,000 Ordinary Shares owned by Chakra Limited, in which Dr Dixey holds 50per cent. of the issued share capital). Extraordinary General Meeting An Extraordinary General Meeting is to be held at 9.15 a.m. on 25 February 2005.At this meeting, amongst other things, the Resolution will be proposed toincrease the authorised share capital of the Company from £500,000 to £1,000,000by the creation of 50,000,000 New Ordinary Shares, to authorise the Directors toallot the New Ordinary Shares and to disapply statutory pre-emption rights inconnection with the Offering. Timetable of principal events 2005Record date for entitlement under the Open Offer 31 JanuaryLatest time and date for splitting Application Forms 3.00 p.m. on 21 February(to satisfy bona fide market claims only)Latest time and date for receipt of Forms of Proxy for the EGM and AGM 9.00 a.m. on 23 FebruaryLatest time and date for receipt of Application Forms and 3.00 p.m. 23 Februarypayment in full under the Open OfferAnnual General Meeting 9.00 a.m. on 25 FebruaryExtraordinary General Meeting 9.15 a.m. on 25 FebruaryAdmission and commencement of dealings in the New Ordinary Shares 8.00 a.m. on 28 FebruaryNew Ordinary Shares in uncertificated form expected 28 Februaryto be credited to CREST accountsDefinitive certificates for New Ordinary Shares in certificated form expected By 4 Marchto be despatched Other Prospectuses are expected to be dispatched to Shareholders today which providedetails of the UK Placing and US Private Placement and Open Offer to explain whythe Board of Phytopharm considers that they are in the best interests of theCompany. Copies of the Prospectuses can be obtained from or inspected at the offices ofAshurst at Broadwalk House, 5 Appold Street, London EC2A 2HA. For further information: Phytopharm plc +44 (0) 1480 437697Dr Richard Dixey, Chief ExecutiveDr Wang Chong, Chief Financial Officer Rothschild + 44 (0) 20 7280 5000Dominic Hollamby Canaccord +44 (0) 20 7518 2777Mark AshurstDr Stephen Rowntree Media Enquiries: Financial Dynamics +44 (0) 20 7831 3113David YatesBen Atwell Rothschild, which is regulated by the Financial Services Authority, is acting asco-Sponsor and financial adviser to Phytopharm plc and no one else in relationto the Offering and is not advising any other person or treating any otherperson as its client in relation thereto, and will not be responsible to anyperson other than Phytopharm plc for providing the protections afforded to itsclients nor for providing advice in relation to the Offering nor any othermatter referred to in this document. Canaccord, which is regulated by the Financial Services Authority, is acting asco-Sponsor, underwriter and stock broker to Phytopharm plc and no one else inrelation to the Offering and is not advising any other person or treating anyother person as its client in relation thereto, and will not be responsible toany other person other than Phytopharm plc for providing the protectionsafforded to its clients nor for providing advice in relation to the Offering norany other matter referred to in this document. The New Ordinary Shares have not been registered under the US Securities Act,under the securities laws of any state of the United States or under applicablesecurities laws of Canada, Australia, the Republic of Ireland, or Japan.Accordingly, unless an exemption under any applicable law is available, the NewOrdinary Shares may not be offered, sold, transferred, taken up or delivered,directly or indirectly, in the United States, Canada, Australia, the Republic ofIreland or Japan or any other country outside the United Kingdom where suchdistribution may otherwise lead to a breach of any law or regulatoryrequirement. The Open Offer is not being made, directly or indirectly, in orinto, and will not be capable of acceptance in or from the United States,Canada, Australia, the Republic of Ireland or Japan and doing so may renderinvalid any purported acceptance. Accordingly, neither this announcement, theProspectus nor the Acceptance Form are being, and they must not be, issued,mailed, distributed or otherwise transmitted in, into or from the United States,Canada, Australia, the Republic of Ireland or Japan unless Phytopharm in itssole discretion determines otherwise. The parts of this announcement thatdescribe the US Private Placement are included herein for information purposesonly. The New Ordinary Shares acquired in the US Private Placement will besubject to restrictions on transfer and, with certain exceptions, may not be(and are not hereby being) reoffered or resold within the United States. These written materials are not for distribution in the United States. Thesewritten materials are not an offer of securities for sale in the United States.Securities may not be offered or sold in the United States absent registrationunder the US Securities Act or an exemption therefrom. Phytopharm has not anddoes not intend to register any of the New Ordinary Shares under the USSecurities Act. The New Ordinary Shares will not be offered or sold to thepublic in the United States. This announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business achievements/performance of Phytopharm and certain of the plans and objectives of managementof Phytopharm with respect thereto. These statements may generally, but notalways, be identified by the use of words such as "should", "expects", "estimates", "believes" or similar expressions. This announcement also containsforward-looking statements attributed to certain third parties relating to theirestimates regarding the growth of markets and demand for products. By theirnature, forward-looking statements involve risk and uncertainty because theyreflect Phytopharm's current expectations and assumptions as to future eventsand circumstances that may not prove accurate: a number of factors could causePhytopharm's actual financial condition, results of operations and businessachievements/performance to differ materially from the estimates made or impliedin such forward-looking statements. Definitions The following definitions are used throughout this announcement except where thecontext requires otherwise: "Act" or the "Companies Act" the Companies Act 1985, as amended"Admission" admission of the New Ordinary Shares to the Official List becoming effective in accordance with the Listing Rules and to trading on the market for listed securities of the London Stock Exchange"AGM" the Annual General Meeting of the Company to be held on 25 February 2005"Application Form" the application form accompanying the Prospectus on which Qualifying Shareholders may apply for New Ordinary Shares under the Open Offer"Board" or "Directors" the board of directors of Phytopharm"Canaccord" Canaccord Capital (Europe) Limited"certificated form" an Ordinary Share which is not in uncertificated form"CREST" the relevant system (as defined in the Regulations) in respect of which CRESTCo Limited is the Operator (as defined in such Regulations) in accordance with which listed securities may be held and transferred in uncertificated form"Existing Ordinary Shares" all of the existing issued Ordinary Shares in the capital of the Company at the date of this document"Extraordinary General Meeting" or the Extraordinary General Meeting of the Company, convened for 9.15"EGM" a.m. on 25 February or as soon thereafter as the AGM convened for 9.00 a.m. on the same date is concluded (or any adjournment of such Extraordinary General Meeting)"Firm Placed Shares" the 2,607,989 New Ordinary Shares in respect of which certain Qualifying Shareholders have given undertakings not to take up any of their entitlements pursuant to the Open Offer and which are being placed firm"Issue Price" the price of 180p per New Ordinary Share payable under the UK Placing, the US Private Placement and the Open Offer"London Stock Exchange" orLSE" the London Stock Exchange plc"New Ordinary Shares" the 13,261,446 new Ordinary Shares proposed to be issued pursuant to the UK Placing, the US Private Placement and the Open Offer"Offering" collectively the UK Placing, the US Private Placement and the Open Offer"Official List" the Official List of the UK Listing Authority made under Section 74 of the Financial Services and Markets Act 2000"Open Offer" the conditional offer by Canaccord, on behalf of the Company, to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out or referred to in this document and the Application Form"Open Offer Shares" the 13,261,446 New Ordinary Shares to be issued for cash pursuant to the Open Offer"Ordinary Shares" ordinary shares of 1 penny each in the capital of Phytopharm"Phytopharm" or the "Company" or Phytopharm plc, together where appropriate, with its subsidiarythe "Group" undertakings (as defined in section 258 of the Act) "Private Placement Shares" 2,083,240 New Ordinary Shares to be issued for cash pursuant to the US Private Placement"Prospectus" the Prospectus relating to the Offering which is being posted today to Shareholders and participants in the Phytopharm share option schemes"Qualifying Shareholders" holders of Ordinary Shares on the register of members of the Company as at the close of business on the Record Date"Record Date" the record date for the Open Offer, being 31 January 2005"Regulations" the Uncertificated Securities Regulations 2001 (SI 1002 No. 3755)"Resolution" Resolution 1 set out in the notice of EGM"Rothschild" N M Rothschild & Sons Limited"Shareholders" holders of Ordinary Shares"UK Placing" the conditional placing of 11,178,206 New Ordinary Shares at the Issue Price by Canaccord pursuant to the UK Placing Agreement"UK Placing Agreement" the conditional co-sponsors' Placing and Open Offer Agreement dated 2 February 2005 between the Company, Canaccord and Rothschild relating, amongst other things, to the UK Placing and the Open Offer"UK Placing Shares" 11,178,206 New Ordinary Shares the subject of the UK Placing"UKLA" or "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for listing in the United Kingdom under Part IV of the Financial Services and Markets Act 2000"US Private Placement" the conditional private placement in the US of 2,083,240 New Ordinary Shares at the Issue Price pursuant to the US Subscription Agreement as described in this document"US Subscription Agreement" the subscription agreement dated 2 February 2005 pursuant to which certain institutional investors in the US Private Placement have, subject to certain conditions, entered into binding commitments with the Company to subscribe for Private Placement Shares at the Issue Price This information is provided by RNS The company news service from the London Stock Exchange