Ixico Regulatory News (IXI)

8 Apr 2005 07:01

Phytopharm PLC08 April 2005 8 April 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 Placing and Open Offer to raise £ 10.1 million Phytopharm plc (LSE: PYM) ("Phytopharm") announces today that it proposes toraise approximately £10.1 million (approximately £9.0 million net of expenses)through a Placing and Open Offer comprising an aggregate of 8,081,193 NewOrdinary Shares at the Issue Price of 125p per New Ordinary Share. QualifyingShareholders have the right to subscribe for their pro rata entitlement inaccordance with the terms of the Open Offer. The Issue Price of 125p per NewOrdinary Share represents a discount of 6.5p (4.9 per cent.) to the closingmiddle market price of 131.5p per Ordinary Share trading on the London StockExchange on 7 April 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 18.75 percent. in the issued share capital of the Company. Canaccord Capital (Europe) Limited ("Canaccord") has agreed to underwrite thePlacing, comprising an aggregate of 8,081,193 New Ordinary Shares, on the termsand conditions set out in the Placing Agreement. The Offering is conditional, amongst other things, on the passing of theResolution to be proposed at the Extraordinary General Meeting to be held on 4May 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 Placing is being underwritten by Canaccord, on the terms and conditions setout in the Placing Agreement. The net proceeds of the Offering, at approximately£9.0 million, will be applied to those areas listed below; however, these plansmay change over time as a result of regular portfolio reviews undertaken by theCompany: • completing the PYM50028 Phase IIa clinical trial in Alzheimer's disease and preparing the licensing package for a global licensing partner; • initiating and progressing a PYM50018 Phase Ib clinical trial in motor neurone disease; and • progressing preclinical development in the metabolic disease, asthma and eczema programs. Commenting, Dr. Richard Dixey, CEO of Phytopharm, said: ""Phytopharm continues to enjoy strong support from investors. The company hasan impressive portfolio of innovative products in both neurodegeneration andobesity and with the proceeds of the fundraising announced today looks forwardto further developing its promising products." Timetable of principal events 2005Record Date for entitlement under the Open Offer 1 AprilLatest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 28 Aprilmarket claims only)Latest time and date for receipt of Forms of Proxy for the EGM 9 a.m. on 3 MayLatest time and date for receipt of Application Forms and payment in full 3.00 p.m. 3 Mayunder the Open OfferExtraordinary General Meeting 10 a.m. on 4 MayAdmission and commencement of dealings in the New Ordinary Shares 8.00 a.m. on 5 MayNew Ordinary Shares in uncertificated form expected to be credited to 5 MayCREST accountsDefinitive certificates for New Ordinary Shares in certificated form By 12 Mayexpected to be despatched 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 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 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. 8 April 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 Placing and Open Offer to raise £ 10.1 million Phytopharm plc (LSE: PYM) ("Phytopharm") announces today that it proposes toraise approximately £10.1 million (approximately £9.0 million net of expenses)through a Placing and Open Offer comprising an aggregate of 8,081,193 NewOrdinary Shares at the Issue Price of 125p per New Ordinary Share. QualifyingShareholders have the right to subscribe for their pro rata entitlement inaccordance with the terms of the Open Offer. The Issue Price of 125p per NewOrdinary Share represents a discount of 6.5p (4.9 per cent.) to the closingmiddle market price of 131.5p per Ordinary Share trading on the London StockExchange on 7 April 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 18.75 percent. in the issued share capital of the Company. Canaccord Capital (Europe) Limited ("Canaccord") has agreed to underwrite thePlacing, comprising an aggregate of 8,081,193 New Ordinary Shares, on the termsand conditions set out in the Placing Agreement. The Offering is conditional, amongst other things, on the passing of theResolution to be proposed at the Extraordinary General Meeting to be held on 4May 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 lateral sclerosis (Lou Gehrig's disease). • The obesity and metabolic disease programs are focused on the dietary control of obesity and metabolic disease. • The dermatology programs are for human eczema and canine skin allergies. • The inflammation programs are directed towards asthma and canine joint disorders. Phytopharm has two marketed products, PhytopicaTM and ZanthofenTM, and twoproducts in development, PYM50028 (CoganeTM) and Hoodia gordonii extract, thathave generated revenues through milestone and other payments. Hoodia gordoniiextract was licensed in December 2004 to Unilever who committed to paymentstotalling approximately £6.5 million out of a potential of up to £21 million inpayments to Phytopharm. The Company has received revenues of £7 million(approximately £6.3 million net of Japanese withholding tax) to date in respectof PYM50028 including the recent £4.0 million (approximately £3.6 million net ofJapanese withholding tax) milestone payment from Yamanouchi; however, thelicensing agreement has now been terminated and any future revenue from PYM50028would be contingent on the Company entering into a licensing agreement withanother third party. Subject to the results of the ongoing Phase II 'proof ofprinciple' study of PYM50028, which is on target to report preliminary resultsin the fourth quarter of 2005, the Company intends to seek global multinationalpartners in the first half of 2006. The Company was listed on the London Stock Exchange in 1996. Proposed fundraising of 2 February 2005 On 2 February 2005, Phytopharm announced a proposed fundraising of approximately£23.9 million, which was subsequently approved by shareholders on 25 February2005 at an extraordinary general meeting. Following the extraordinary general meeting, the Company was informed byYamanouchi that, as a result of a portfolio review arising out of the merger ofYamanouchi with Fujisawa Pharmaceutical Co., it was likely that Yamanouchi wouldterminate the licensing agreement, covering Japan and some other Asiancountries, in connection with PYM50028 (CoganeTM), Phytopharm's candidateproduct for the treatment of Alzheimer's disease. The Company subsequentlyreceived confirmation on 28 March 2005 of Yamanouchi's intention to terminatethe licensing agreement. The Company accepted this decision and the terminationtook place with immediate effect. Yamanouchi acknowledged that safety data in relation to 60 patients treated withPYM50028 has fulfilled the criteria set out in the licensing agreement betweenPhytopharm and Yamanouchi. Furthermore, Yamanouchi has made a milestone paymentof £4.0 million to Phytopharm (approximately £3.6 million net of Japanesewithholding tax). In the light of the change to the Company's position arising from Yamanouchi'snotification following the extraordinary general meeting of 25 February 2005,the Board of Phytopharm and its Sponsors, Stock Brokers and Underwriter mutuallyagreed to terminate the proposed fundraising subject to payment of costs andexpenses. The Directors have subsequently reviewed the Company's financialposition and have determined that a fundraising remains in the best interests ofthe Company. 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 shortterm investments. Since that date, the Company has continued to incur losses andutilise cash resources, in line with Directors' expectations, as it continues toincur expenditure 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 totaling 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. On 28 February 2005, the Company announced that it had been informed byYamanouchi that, as a result of a portfolio review arising out of the merger ofYamanouchi with Fujisawa Pharmaceutical Co., it was likely that Yamanouchi wouldterminate the licencing agreement, covering Japan and some other Asiancountries, in connection with PYM50028 (CoganeTM), Phytopharm's candidateproduct for the treatment of Alzheimer's disease. The Company subsequentlyreceived confirmation on 28 March 2005 of Yamanouchi's intention to terminatethe licensing agreement. The Company accepted this decision and the terminationtook place with immediate effect. Yamanouchi acknowledged that safety data in relation to 60 patients treated withPYM50028 has fulfilled the criteria set out in the licensing agreement betweenPhytopharm and Yamanouchi. Furthermore, Yamanouchi has made a milestone paymentof £4.0 million to Phytopharm (approximately £3.6 million net of Japanesewithholding tax). 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 Placing is being underwritten by Canaccord on the terms and conditions setout in the Placing Agreement. The net proceeds of the Offering, at approximately£9.0 million, will be applied to those areas listed below; however, these plansmay change over time as a result of regular portfolio reviews undertaken by theCompany: • completing the PYM50028 Phase IIa clinical trial in Alzheimer's disease and preparing the licensing package for a global licensing partner; • initiating and progressing a PYM50018 Phase Ib clinical trial in motor neurone disease; and • progressing preclinical development in the metabolic disease, asthma and eczema programs. 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 Placing and Open Offer The Company is proposing to raise approximately £10.1 million (approximately£9.0 million after expenses of the Offering) by the issue of 8,081,193 NewOrdinary Shares at the Issue Price. This issue comprises: • 1,589,243 Ordinary Shares, in aggregate, which have been placed firm under the Placing; • 4,203,092 Ordinary Shares, in aggregate, which have been placed under the Placing subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer; and • 2,288,858 Ordinary Shares which, as described below, Invesco Asset Management Limited have undertaken to take up pursuant to the Open Offer. Invesco Asset Management Limited, the manager of certain funds of Amvescap plc,which as 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 document), has undertaken to theCompany, Canaccord and Rothschild that it will, under the Open Offer, take upInvesco Asset Management Limited's pro rata entitlement to the aggregate numberof New Ordinary Shares issued pursuant to the Offering and vote in favour of theResolution and the other resolutions being proposed at the EGM. Therefore,Invesco Asset Management Limited would take up approximately 2,288,858 NewOrdinary Shares under the Open Offer (which represents 28.32 per cent. of theNew Ordinary Shares). The 1,589,243 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, such shares are being placedfirm at the Issue Price with institutional and other investors under the Placingsubject to the Placing Agreement becoming unconditional. Under the Placing Agreement, Canaccord has agreed, subject to conditions, to useits reasonable endeavours to procure subscribers for 8,081,193 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. 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: 3 New Ordinary Shares for every 16 Existing Ordinary Shares Fractions of New Ordinary Shares will not be allocated to QualifyingShareholders in the Open Offer and entitlements to apply for New Ordinary Shareswill be rounded down to the nearest whole number of New Ordinary Shares.Accordingly, Qualifying Shareholders with less than 6 Existing Ordinary Shareswill not be entitled to apply for any New Ordinary Shares. New Ordinary Sharesrepresenting the aggregate of fractional entitlements will be taken up under thePlacing for the benefit of the Company. The Open Offer is only underwritten byCanaccord. The Placing and Open Offer are conditional, amongst other things, upon thePlacing Agreement becoming or being declared unconditional in all respects by8.00 a.m. on 5 May 2005 (or such later time and/or date as Canaccord may agree)and not having been terminated in accordance with its terms. The PlacingAgreement is conditional, amongst other things, on not having been terminated inaccordance with its terms, the passing of the Resolution and the admission ofthe Placing Shares to the Official List and to trading on the London StockExchange becoming effective. 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 PlacingAgreement, the Open Offer will lapse and application monies under the Open Offerwill be refunded to the applicants by cheque (at the applicant's risk) withoutinterest 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 5 May 2005. Qualifying Shareholders will receive with this document an Application Formcontaining details of their entitlements to subscribe for Open Offer Shares. Theterms of the Open Offer provide that Qualifying Shareholders may make a validapplication for any number of Open Offer Shares up to and including their prorata 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 thePlacing. Recommendation The Board, which has received advice from Rothschild in relation to theOffering, considers that the Placing and Open Offer together with all otherresolutions are in the best interests of Shareholders as a whole. In providingadvice to 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 10 a.m. on 4 May 2005. At thismeeting, amongst other things, the Resolution will be proposed to authorise theDirectors to allot the New Ordinary Shares and to disapply statutory pre-emptionrights in connection with the Offering. In addition to the Resolution, the following resolutions will be proposed at theEGM in order to grant to the Directors the authority to generally allot OrdinaryShares (other than pursuant to the Offering) taking into account the issuedshare capital of the Company as enlarged by the Offering: • Resolution 2, which is conditional on the passing of the Resolution andAdmission, will be proposed as an ordinary resolution to authorise the Directorsto allot relevant securities up to a maximum aggregate nominal amount of£168,897 (representing approximately 33 per cent. of the issued share capital ofthe Company as enlarged by the Offering). The authority conferred by resolution2 will expire at the conclusion of the annual general meeting of the Company in2006 and will be in substitution for the general authority conferred at the AGM;and • Resolution 3, which is conditional on the passing of resolution 2, will beproposed as a special resolution to empower the Directors to allot OrdinaryShares and sell treasury shares for cash as if section 89 of the Companies Actdid not apply to any such allotment and/or sale provided that such power islimited to certain pre-emptive offers and otherwise to a maximum aggregatenominal amount of £25,591 (representing approximately five per cent. of theissued share capital of the Company as enlarged by the Offering). The authorityconferred by resolution 3 will expire at the conclusion of the annual generalmeeting of the Company in 2006 Timetable of principal events 2005Record Date for entitlement under the Open Offer 1 AprilLatest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 28 Aprilmarket claims only)Latest time and date for receipt of Forms of Proxy for the EGM 9 a.m. on 3 MayLatest time and date for receipt of Application Forms and payment in full 3.00 p.m. 3 Mayunder the Open OfferExtraordinary General Meeting 10 a.m. on 4 MayAdmission and commencement of dealings in the New Ordinary Shares 8.00 a.m. on 5 MayNew Ordinary Shares in uncertificated form expected to be credited to CREST 5 MayaccountsDefinitive certificates for New Ordinary Shares in certificated form By 12 Mayexpected to be despatched Other Prospectuses are expected to be dispatched to Shareholders today which providedetails of the Placing and Open Offer to explain why the Board of Phytopharmconsiders that they are in the best interests of the Company. 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 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 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 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 10 a.m."EGM" on 4 May 2005"Issue Price" the price of 125p per New Ordinary Share payable under the Placing and the Open Offer"London Stock Exchange" or LSE" the London Stock Exchange plc"New Ordinary Shares" the 8,081,193 new Ordinary Shares proposed to be issued pursuant to the Placing and the Open Offer"Offering" collectively the Placing 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 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 subsidiarythe "Group" undertakings (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 as described in this document"Placing Shares" 8,081,193 New Ordinary Shares the subject of the Placing"Placing Agreement" the conditional co-sponsors, placing and open offer agreement dated 7 April 2005 between the Company, Canaccord and Rothschild relating, amongst other things, to the Placing and the Open Offer as described in paragraph 9.1 of part 6 of the Prospectus"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 1 April 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"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