Ixico Regulatory News (IXI)

24 Feb 2005 15:32

Phytopharm PLC24 February 2005 Not for release, publication or distribution, directly or indirectly, in or intothe United States, Canada, Australia, Japan or the Republic of Ireland 24 February 2005 Phytopharm plc Result of Placing and Open Offer On 2 February 2005, the Company announced a UK Placing, US Private Placement andOpen Offer to raise approximately £23.9 million (approximately £21.6 million netof expenses) comprising an aggregate of 13,261,446 New Ordinary Shares at theIssue Price of 180p per New Ordinary Share. Canaccord Capital (Europe) Limitedhave underwritten the UK Placing, comprising an aggregate of 11,178,206 NewOrdinary Shares, on the terms and conditions set out in the UK PlacingAgreement. The US Private Placement, comprising an aggregate of 2,083,240 NewOrdinary Shares, has been conditionally subscribed for by certain institutionalinvestors pursuant to the terms and conditions of the US Subscription Agreementbut is not underwritten. 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 6,856,936 OpenOffer Shares, representing 51.71 per cent. of the new Ordinary Shares availablepursuant to the UK Placing, US Private Placement and Open Offer. 2,607,989 Open Offer 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 Open Offer Shares are being placed firm at the Issue Price withinstitutional and other investors. Accordingly, a total of 6,404,510 Open Offer Shares (comprising the 2,607,989Open Offer Shares placed firm and the remaining 3,796,521 Open Offer Shares notsubject to valid applications under the Open Offer), representing 48.29 percent. of the New Ordinary Shares available pursuant to the UK Placing, USPrivate Placement and Open Offer, will be subscribed for pursuant to the termsof the UK Placing Agreement and the US Subscription Agreement. The UK Placing, US Private Placement and Open Offer are conditional, amongstother things, on the passing of the Resolution being proposed at the Company'sEGM being held on 25 February 2005 and Admission. Subject to the passing of theResolution at the EGM it is expected that admission to trading on the market forlisted securities of the London Stock Exchange of the Open Offer Shares willbecome effective and that dealings will commence at 8.00 a.m. on 28 February2005. 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 Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 0207 066 1000 For further information: Phytopharm plc +44 (0) 1480 437697 Dr Richard Dixey, Chief Executive Dr Wang Chong, Chief Financial Officer Rothschild + 44 (0) 20 7280 5000 Dominic Hollamby Canaccord +44 (0) 20 7518 2777 Mark Ashurst Dr Stephen Rowntree Media Enquiries: Financial Dynamics +44 (0) 20 7831 3113 David Yates Ben 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. 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"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"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" 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 the Prospectus 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 subsidiary undertakingsthe "Group" (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"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 the Prospectus"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