Ixico Regulatory News (IXI)

4 May 2005 11:00

Phytopharm PLC04 May 2005 Not for release, publication or distribution, directly or indirectly, in or intothe United States, Canada, Australia, Japan or the Republic of Ireland Phytopharm plc 4 May 2005 Result of Placing and Open Offer On 8 April 2005, the Company announced a Placing and Open Offer to raiseapproximately £10.1 million (approximately £9.0 million net of expenses)comprising an aggregate of 8,081,193 New Ordinary Shares at the Issue Price of125p per New Ordinary Share. Canaccord Capital (Europe) Limited hasunderwritten the Placing, comprising an aggregate of 8,081,193 New OrdinaryShares, on the terms and conditions set out in the Placing Agreement. Phytopharm plc announces that, by 3.00 p.m. yesterday (being the latest time anddate for receipt of completed Application Forms and payment in full under theOpen Offer), valid applications had been received in respect of 4,522,622 NewOrdinary Shares, representing 55.96 per cent. of the New Ordinary Sharesavailable pursuant to the Placing and Open Offer. 1,589,243 New Ordinary Shares, representing 19.67 per cent. of the New OrdinaryShares available pursuant to the Open Offer, were the subject of irrevocableundertakings by certain Qualifying Shareholders not to take up and accordinglythese New Ordinary Shares are being placed firm at the Issue Price withinstitutional and other investors. Accordingly, a total of 3,558,571 New Ordinary Shares (comprising the 1,589,243New Ordinary Shares placed firm and the remaining 1,969,328 New Ordinary Sharesnot subject to valid applications under the Open Offer), representing 44.04 percent. of the New Ordinary Shares available pursuant to the Placing and OpenOffer, will be subscribed for pursuant to the terms of the Placing Agreement. At the Extraordinary General Meeting held today, the Resolution to implement theOffering was duly passed Application has been made to the UK Listing Authority and to the London StockExchange for the Open Offer Shares to be admitted to the Official List and totrading on the market for listed securities of the London Stock Exchange. It isexpected that admission to trading of the Open Offer Shares will becomeeffective and that dealings will commence at 8.00 a.m. on 5 May 2005. CRESTstock accounts are expected to be credited on 5 May 2005 and definitive sharecertificates in respect of Open Offer Shares are expected to be posted, whereapplicable, by 12 May 2005. A copy of the Prospectus that has been sent to Qualifying Shareholders has beensubmitted to the UK Listing Authority for approval and the Company hereby givesnotice under paragraphs 9.31 and 9.32 of the Listing Rules of the UK ListingAuthority that copies of the document are available for inspection at the UKLA'sDocument Viewing Facility, which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HSTel: 0207 066 1000 For further information: Phytopharm plc Dr Richard Dixey, Chief Executive +44 (0) 7867 782000Dr Wang Chong, Chief Financial Officer +44 (0) 1480 437697 Rothschild + 44 (0) 20 7280 5000Dominic Hollamby Canaccord +44 (0) 20 7518 2777Mark WilliamsDr 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. These written materials are not fordistribution in the United States. These written materials are not an offer ofsecurities for sale in the United States. Securities may not be offered or soldin the United States absent registration under the US Securities Act or anexemption therefrom. Phytopharm has not and does not intend to register any ofthe New Ordinary Shares under the US Securities Act. The New Ordinary Shareswill not be offered or sold to the public in the United States. Definitions The following definitions are used throughout this announcement except where thecontext requires otherwise: "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"Application Form" the application form accompanying the Prospectus on which Qualifying Shareholders may apply for New Ordinary Shares under the Open Offer"Extraordinary General Meeting" the Extraordinary General Meeting of the Company, convened for 10 a.m. on 4or "EGM" May 2005"Issue Price" the price of 125p per New Ordinary Share payable under the Placing and Open Offer"London Stock Exchange" the London Stock Exchange plc"New Ordinary Shares" the 8,081,193 new Ordinary Shares proposed to be issued pursuant to the Placing and Open Offer"Offering" collectively the Placing and 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 the Prospectus and the Application Form"Open Offer Shares" the 8,081,193 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 subsidiary undertakingsthe "Group" (as defined in section 258 of the Act)"Placing" the conditional placing of 8,081,193 New Ordinary Shares at the Issue Price by Canaccord pursuant to the Placing Agreement"Placing Agreement" the conditional co-sponsors' Placing and Open Offer Agreement dated 8 April 2005 between the Company, Canaccord and Rothschild relating, amongst other things, to the Placing and Open Offer"Placing Shares" 8,081,193 New Ordinary Shares the subject of the Placing"Prospectus" the Prospectus relating to the Offering which was posted 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 1 April 2005"Resolution" Resolution 1 set out in the notice of EGM"Rothschild" N M Rothschild & Sons Limited"Shareholders" holders of Ordinary Shares"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 This information is provided by RNS The company news service from the London Stock Exchange